Common use of Successor Administrative Agent Clause in Contracts

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation of an Administrative Agent, the provisions of this ARTICLE XI shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents.

Successor Administrative Agent. The Subject to this Section 10.9, the Administrative Agent may resign at any time by giving written as Administrative Agent upon 180 days’ notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 9(a) or Section 9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent has been appointed by the date that is 180 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and confirmed (if required) within 60 days, the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above; provided, however, that the Administrative Agent may resign upon 30 days’ notice to the Lenders and the Borrower shall make all payments in respect the event that such resignation is upon the request or demand of the Obligations any Governmental Authority or in response to the applicable Lender any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, and for all other purposes shall deal directly with the Lenders. No in such case if no successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor the date that is 30 days following the retiring Administrative Agent’s notice of resignation, such successor the retiring Administrative Agent Agent’s resignation shall nevertheless thereupon succeed to become effective and become vested with the Lenders shall assume and perform all of the rights, powers, privileges and duties of the resigning or removed Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent. Upon the effectiveness of the ’s resignation of the Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation of an as Administrative Agent, the provisions of this ARTICLE XI Section 10 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder under this Agreement and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders, the Issuing Lenders and the Borrower, such resignation in either case Borrowers and may be removed at any time with or without cause by the Required Lenders by giving written notice thereof to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after and the retiring Administrative Agent gives notice of its intention to resignBorrowers. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within forty-five 30 days after the resigning retiring Administrative Agent's ’s giving of notice of its intention to resignresignation or the Required Lenders’ removal of the retiring Administrative Agent, then the resigning existing Administrative Agent may appointmay, on behalf of the Borrower Lenders and the Issuing Lenders, appoint a successor Administrative Agent upon Agent, which shall be a financial institution organized under the confirmation laws of the Borrower (if required). If the Administrative Agent has resigned United States of America or of any State thereof and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either having a Lender or a commercial bank (or a subsidiary thereof) having combined capital and retained earnings surplus of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facilityand, except that if the Person then serving as Administrative Agent is a Defaulting Lender, unless and until a successor Administrative Agent shall have been so appointed and accepted such appointment, such resignation shall nevertheless be effective and, until a successor Administrative Agent is a subsidiary appointed by the Required Lenders, the Required Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of a bank, such capital and retained earnings requirement shall apply only to the parent bankretiring Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the retiring Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the other Loan Documents. After the effectiveness of the any retiring Administrative Agent’s resignation of an or removal hereunder as Administrative Agent, the provisions of this ARTICLE XI Article VIII shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder under this Agreement and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days’ notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor . If Administrative Agent or, if no successor shall resign as Administrative Agent has been appointedunder this Agreement and the other Loan Documents, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, then the Required Lenders shall appoint from among Lenders a successor agent for Lenders, which successor agent shall (unless an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the right to appoint rights, powers and duties of Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the confirmation 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 Borrower if such successor is not a Lender, on behalf parties to this Agreement or any holders of the Borrower and the Lenders, a successor Administrative AgentLoans. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any appointment as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent hereunder by until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the ’s resignation of the Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation of an as Administrative Agent, the provisions of this ARTICLE XI Section 9 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under this Agreement and the other Loan Documents. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section and Sections 10.03 and 10.13 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring Administrative Agent was acting as Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders shall, resign at any time by giving written as Administrative Agent upon 30 days' notice thereof to the Lenders and Lenders. If the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have appoint from among the right Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to appoint upon the confirmation consent of the Borrower if such successor is not a Lender, on behalf at all times other than during the existence of an Event of Default (which consent of the Borrower and the Lenders, a successor Administrative Agentshall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so administrative agent is appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations prior to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent shall pro rate any agency fees, administrative agent and the resigning retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Article IX and Sections 10.03 and 10.13 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, if, at any time, the Administrative Agent and under the other Loan DocumentsL/C Issuer shall be the same Person or Affiliates, such Administrative Agent may not be removed as Administrative Agent at the request of the Required Lenders unless such Administrative Agent shall also simultaneously be replaced and fully released as "L/C Issuer" hereunder pursuant to documentation in form and substance reasonably satisfactory to such Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written upon 30 days’ notice thereof to the Lenders and with a copy of such notice to the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 daysresigns under this Agreement, the Majority Lenders shall perform appoint from among the Lenders a successor administrative agent for the Lenders which successor administrative agent shall be consented to by the Borrower at all times other than during the duties existence of the Administrative Agent hereunder and an Event of Default (which consent of the Borrower shall make all payments in respect of the Obligations not be unreasonably withheld, delayed or conditioned). If no successor administrative agent is appointed prior to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Lenders and, so long as no Event of Default has occurred which is continuing, upon written approval of the Borrower (which approval of the Borrower shall not be unreasonably withheld, delayed or conditioned), a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the successor retiring Administrative Agent shall pro rate any agency feesAgent, and the resigning retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder and or under the Loan DocumentsDocuments and the term “Administrative Agent” shall mean such successor administrative agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After the effectiveness of the any retiring Administrative Agent’s resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE Article XI and Sections 12.03 and 12.05 shall continue in effect for inure to the benefit of such retiring Administrative Agent Agent, its sub-agents or attorneys in respect of fact and the Administrative Agent’s Related Parties as to any actions taken or omitted to be taken by it any of them while it the retiring Administrative Agent was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder and until such time, if any, as the Majority Lenders appoint a successor agent as provided for above; provided that in the case of any security held by the Administrative Agent on behalf of the Lenders under the other Loan Documents, the retiring Administrative Agent shall continue to hold such security until such time as a successor administrative agent is appointed.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the BorrowerBorrower (and may be removed by Required Lenders if it is a Defaulting Lender). Unless otherwise agreed by the resigning Administrative Agent, any such resignation in either case to be effective upon by the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after hereunder shall also constitute its resignation as an Issuer in accordance with the retiring Administrative Agent gives notice of its intention to resignprovisions Section 2.03(l). Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative 121 Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within forty-five 20 days after the resigning such retiring Administrative Agent's ’s giving of notice of its intention to resignresignation, then the resigning retiring Administrative Agent may appointmay, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent upon Agent, selected from among the confirmation Lenders. In either case, such appointment shall be subject to the prior written approval of the Borrower (if requiredwhich approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 dayspursuant to the preceding sentences by the 30th day after the date of such retiring Administrative Agent’s notice of resignation, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and and/or under any other Credit Document until such time, if any, as the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No Required Lenders appoint a successor Administrative Agent (which appointment shall be deemed subject to the prior written approval of the Borrower (such approval not to be appointed hereunder until such successor Administrative Agent unreasonably withheld) unless an Event of Default has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital occurred and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bankcontinuing). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, respectively, such successor Administrative Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the retiring Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation or removal hereunder and as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent under the Loan Documents. After such resignation or removal, the effectiveness of the resignation of an retiring Administrative Agent, the provisions of this ARTICLE XI its sub-agents and their Related Parties shall continue in effect for to have the benefit of such Administrative Agent in respect of this Article VIII and Section 9.05 as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder under this Agreement and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the Borrower. The Required Lenders, such resignation in either case to be effective upon the appointment of a successor for good cause, may remove Administrative Agent orat any time by giving thirty (30) days’ prior written notice to the Administrative Agent, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resignBorrower and the other Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent, which successor Administrative Agent shall, if such appointment is prior to the occurrence of an Event of Default which is continuing, be subject to the approval of the Borrower, which approval shall not be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders and accepted such appointment within forty-five thirty (30) days after the resigning retiring Administrative Agent's ’s giving notice of its intention to resignresignation or the Required Lenders’ giving notice of removal, as the case may be, then the resigning retiring Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required)Agent. If in such instance the retiring Administrative Agent has resigned and no appoints as the successor Administrative Agent has been appointed and confirmed (if required) within 60 daysa Lender, the Lenders such Lender shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until accept such successor Administrative Agent has accepted the appointment. Any Each such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings financial institution which meets the requirements of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bankan Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the retiring Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. After the effectiveness of the resignation of an any retiring Administrative Agent’s resignation hereunder, the provisions of this ARTICLE XI Article 13 shall continue in effect for the its benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documentshereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving not less than thirty (30) days' prior written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Majority Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within forty-five thirty (30) days after the resigning Administrative Agent's giving notice of its intention to resignresignation, then the resigning Administrative Agent may appointmay, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent upon Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the confirmation laws of the Borrower (if required)United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If the Administrative Agent has resigned and no successor Administrative Agent has been appointed pursuant to the foregoing, within thirty (30) days after the date such notice of resignation was given by the resigning Administrative Agent, such resignation shall become effective and confirmed (if required) within 60 days, the Majority Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and until such time, if any, as the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No Majority Lenders appoint a successor Administrative Agent shall be deemed to be appointed hereunder until such as provided above. Any successor Administrative Agent has accepted appointed by the appointment. Any such successor Majority Lenders or Administrative Agent hereunder shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable subject to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary approval of a bankBorrower, such capital approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if an Event of Default has occurred and retained earnings requirement shall apply only to the parent bankis continuing. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness earlier of the resignation acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent or the Administrative Agent, effective date of the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency feesAgent's resignation, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the other Credit Loan Documents, except that any indemnity rights or other rights in favor of such resigning Administrative Agent shall continue. After the effectiveness of the resignation of an any resigning Administrative Agent's resignation hereunder, the provisions of this ARTICLE XI Section 9 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder under this Agreement and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as the Administrative Agent upon thirty (30) days’ prior notice thereof to the Lenders and the Parent Borrower, such resignation in either case to be effective upon . If the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have appoint from among the right to appoint upon the confirmation of the Borrower if such Lenders a successor is not a Lender, on behalf of the Borrower and agent for the Lenders, a which successor Administrative Agentagent shall be consented to by the Parent Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) (which consent of the Parent Borrower shall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so agent is appointed by prior to the Required Lenders within forty-five days after effective date of the resigning resignation of the Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of after consulting with the Borrower Lenders and the LendersParent Borrower, a successor Administrative Agent upon agent from among the confirmation Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the Borrower (if required). If retiring Administrative Agent, and the term “Administrative Agent” shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent has resigned shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent has been appointed by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and confirmed (if required) within 60 days, the Lenders shall perform all of the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bankagent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agentand upon the execution and filing or recording of such financing statements, or amendments thereto, and such successor amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the retiring Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan DocumentsDocuments (if not already discharged therefrom as provided above in this Section 9.10). After the effectiveness of retiring Administrative Agent’s resignation hereunder as the resignation of an Administrative Agent, the provisions of this ARTICLE XI Article IX and Sections 10.04 and 10.05 shall continue in effect for the its benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. Any resignation by the Administrative Agent as Administrative Agent pursuant to this Section shall also constitute its resignation as a Swing Line Lender the L/C Issuer’s Resignation as L/C Issuer and its resignation as a Euro Fronting Revolving Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Swing Line Lender and a Euro Fronting Revolving Lender, (ii) the retiring L/C Issuer, Swing Line Lender and Euro Fronting Revolving Lender shall be discharged from all of their respective duties and obligations hereunder and or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit issued by Citibank, N.A., if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer effectively to assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as the Administrative Agent upon ten (10) days’ notice thereof to the Lenders and Borrower Representative. If the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have appoint from among the right Lenders (or the affiliates thereof) a successor administrative agent for the Lenders, which successor administrative agent shall (unless an Event of Default has occurred and is continuing) be subject to appoint upon the confirmation approval of the Borrower if such successor is Representative (which approval shall not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agentbe unreasonably withheld or delayed). If no successor Administrative Agent shall have been so administrative agent is appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations prior to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Lenders, and, so long as no Default or Event of Default exists, the Borrower Representative, a successor administrative agent from among the Lenders (or the affiliates thereof). Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” means such successor Administrative Agent shall pro rate any agency fees, administrative agent and the resigning retiring Administrative Agent Agent’s appointment, powers and duties in such capacities shall be discharged from terminated without any other further act or deed on its duties and obligations hereunder and under the Loan Documentsbehalf. After any retiring Administrative Agent’s resignation hereunder as the effectiveness of the resignation of an Administrative Agent, the provisions of this ARTICLE XI Article 11 and Sections 12.04 and 12.05 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting the Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as the Administrative Agent by the date ten (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 perform all of the duties of the Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequired Lenders appoint a successor agent as provided for above.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders and/or the Issuing Banks shall, resign at any time by giving written as Administrative Agent upon 30 days’ notice thereof to the Participating Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned resigns under this Agreement, the Required Lenders and/or the Issuing Banks shall appoint from among the Participating Lenders a successor agent for the Participating Lenders, which appointment shall be subject to the approval of the Borrower, such approval not to be unreasonably withheld (unless a Default or Event of Default shall have occurred and be continuing, in which case such approval shall not be required). If no successor Administrative Agent has been agent is appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations prior to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Participating Lenders and the Borrower, a successor agent from among the Participating Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor Administrative Agent shall pro rate any agency feesagent effective upon its appointment, and the resigning retiring Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under terminated, without any other or further act on the Loan Documentspart of such retiring Administrative Agent. After the effectiveness of the any retiring Administrative Agent’s resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI XII and Sections 15.04 and 15.05 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder under this Agreement. If no successor Administrative Agent has accepted the 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 either the Borrower or the retiring Administrative Agent may, on behalf of the Participating Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the other Loan Documentslaws of the United States or of any State thereof and having a combined capital and surplus of at least U.S.$400,000,000.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon reasonable notice thereof to the Lenders and Borrower effective not earlier than thirty (30) days after such notice, upon acceptance of appointment by a successor Administrative Agent. The Requisite Lenders or all other Lenders other than the BorrowerAdministrative Agent may (with the prior consent, such resignation in either case not to be effective upon unreasonably withheld or delayed, of Parent, unless an Event of Default shall have occurred and be continuing) remove the appointment Administrative Agent from its capacity as Administrative Agent in the event of the Administrative Agent’s willful misconduct or gross negligence. If the Administrative Agent shall resign or be removed as Administrative Agent under this Agreement, the Requisite Lenders shall appoint from among the Lenders a successor Administrative Agent orfor the Lenders, if no which successor Administrative Agent shall require approval by Parent so long as no Default or Event of Default has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any occurred and is continuing (and such resignation, the Required Lenders approval shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agentbe unreasonably withheld or delayed). If no successor Administrative Agent shall have been so is appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations prior to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Lenders and, so long as no Default or Event of Default has occurred and is continuing, with the consent of Parent, a successor Administrative Agent from among the Lenders. Upon the acceptance of its appointment as successor Administrative Agent hereunder, such successor Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent’s resignation of an or removal hereunder as Administrative Agent, the provisions of this ARTICLE XI Article 10, and Sections 11.3, 11.11 and 11.22, shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. Notwithstanding the foregoing, if (a) the Administrative Agent has not been paid its administrative agency fees under the Fee Letter or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one (1) year and (b) no successor Administrative Agent has accepted appointment as Administrative Agent by the date which is thirty (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 the Administrative Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent as provided for above. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (e) of the definition of “Defaulting Lender”, the Requisite Lenders may, to the extent permitted by applicable laws, by notice in writing to Borrower and under such Person, remove such Person as Administrative Agent and, in consultation with Borrower, appoint a successor, which shall be a bank with an office in the other Loan DocumentsUnited States; provided that, without the consent of Borrower (which shall not be unreasonably withheld), the Requisite Lenders shall not be permitted to select a successor that is not a U.S. financial institution described in Treasury Regulation Section 1.1441-1(b)(2)(ii) or a U.S. branch of a foreign bank described in Treasury Regulation Section 1.1441-1(b)(2)(iv)(A). If no such successor shall have been appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Requisite Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date and the rights and responsibilities of the Administrative Agent shall inure to and be performed by the Requisite Lenders pending such appointment and acceptance.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving upon written notice thereof to the Lenders Company and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resignLenders. Upon any such notice of resignation, the Required Lenders shall, with the prior written consent of the Company (which consent shall not be unreasonably withheld), have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor to the Administrative AgentAgent (provided that the Company’s consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within forty-five thirty (30) days after the resigning retiring Administrative Agent's giving Agent gives notice of its intention to resignresignation, then the resigning retiring Administrative Agent may appointmay, on behalf of the Borrower Lenders and after consulting with the Lenders and the LendersCompany, appoint a successor Administrative Agent upon the confirmation Agent, which shall be a financial institution having a rating of not less than “A” or its equivalent by Standard & Poor’s Ratings Services or any of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the retiring Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan other Credit Documents. After the effectiveness of the any retiring Administrative Agent’s resignation of an as Administrative Agent, the provisions of this ARTICLE XI Article shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Loan DocumentsCredit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving 10 days’ prior written notice thereof to the Lenders Lender Parties and the BorrowerBorrower (provided that no Default has occurred and is continuing) and may be removed at any time with or without cause by the Required Lenders; provided, such resignation in either case to however that any removal of the Administrative Agent will not be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent until it (or its Affiliate) has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resignreplaced as an Issuing Bank and released from all obligations in respect thereof. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within forty-five 30 days after the resigning retiring Administrative Agent's ’s giving of notice of its intention to resignresignation or the Required Lenders’ removal of the retiring Administrative Agent, then the resigning retiring Administrative Agent may appointmay, on behalf of the Borrower and the LendersLender Parties, appoint a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 daysAgent, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent which shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (organized under the laws of the United States or of any State thereof and having a subsidiary thereof) having combined capital and retained earnings surplus of at least $500,000,000 250,000,000 and which appointment shall, provided that no Default has occurred and is generally in the business of making loans comparable continuing, be subject to the Loans made under this Facility, except that if consent of the successor Administrative Agent is a subsidiary of a bankBorrower, such capital and retained earnings requirement shall apply only consent not to the parent bankbe 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 the rights, powers, discretion, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the retiring Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness If within 45 days after written notice is given of the resignation of an retiring Administrative Agent’s resignation or removal under this Section 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent shall have become effective, the provisions of this ARTICLE XI Article VIII shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the an Administrative Agent hereunder and under the other Loan Documentsthis Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, and the Administrative Agent shall be deemed to have automatically resigned if it is no longer a Lender, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty 45 days after the retiring Administrative Agent gives notice of its intention to resignresign or ceases to be a Lender, as the case may be. The Administrative Agent may be removed at any time with good cause by written notice received by the Administrative Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lenderappoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five 30 days after the resigning Administrative Agent's ’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required)Agent. If the Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed and confirmed (if required) within 60 45 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility500,000,000, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, the resigning or removed Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning or removed Administrative Agent shall be discharged from its duties and obligations thereafter arising hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Administrative Agent, the provisions of this ARTICLE Article XI shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as the Administrative Agent upon ten (10) days’ notice thereof to the Lenders and the BorrowerBorrower Representative, provided that any such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appointalso constitute its resignation as the L/C Issuer, on behalf of the Borrower Support Provider and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower Swingline Lender (if requiredapplicable). If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders (or the Affiliates thereof) a successor administrative agent for the Lenders, which successor administrative agent shall (unless an Event of Default has resigned occurred and is continuing) be subject to the approval of the Borrower Representative (which approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent has been administrative agent is appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations prior to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Lenders, a successor administrative agent from among the Lenders (or the Affiliates thereof). Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent (and Support Provider, L/C Issuer and Swingline Lender (if the retiring Administrative Agent desires to resign therefrom)) and the respective terms “Administrative Agent”, “Support Provider”, “L/C Issuer” and “Swingline Lender” shall mean such successor Administrative Agent shall pro rate any agency feesadministrative agent, Letter of Credit issuer, support provider, and swingline lender, and the resigning retiring Administrative Agent Agent’s appointment, powers and duties in such capacities shall be discharged from terminated without any other further act or deed on its duties and obligations hereunder and under the Loan Documentsbehalf. After any retiring Administrative Agent’s resignation hereunder as the effectiveness of the resignation of an Administrative Agent, the provisions of this ARTICLE XI Article 11 and Sections 12.04 and 12.05 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting the Administrative Agent under this Agreement or while it was actively engaged in transferring its rights and obligations as Administrative Agent to the successor administrative agent. If no successor administrative agent has accepted appointment as the Administrative Agent by the date ten (10) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall perform all of the duties of the Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequired Lenders appoint a successor administrative agent as provided for above. No Person may be removed from its capacity as Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty forty-five days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lenderappoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been is so appointed by the Required Lenders within forty-five thirty days after the resigning Administrative Agent's ’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent; provided that in no event shall any such successor Administrative Agent upon be a Defaulting Lender. Notwithstanding the confirmation previous sentence, the Administrative Agent may at any time without the consent of the Borrower or any Lender appoint any of its Affiliates that is a commercial bank as a successor Administrative Agent hereunder. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (if requirede) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. If the Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed and confirmed (if required) within 60 daysappointed, the Lenders shall may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation of an Administrative Agent, the provisions of this ARTICLE XI Article X shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving as Administrative Agent upon thirty (30) days (ten (10) days if an Event of Default has occurred and is continuing) prior written notice thereof to the Lenders (unless such notice is waived by the Required Lenders) and Borrowers (unless such notice is waived by Borrowers) and without any notice to the Borrower, such resignation in either case to be effective upon the appointment of a successor Bank Product Providers. If Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have be entitled, with (so long as no Event of Default has occurred and is continuing) the right consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned), appoint upon a successor Administrative Agent for the confirmation Lenders (and the Bank Product Providers). If, at the time that Administrative Agent’s resignation is effective, it is acting as Issuing Bank or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing Bank or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, or to make Swing Loans. If no successor Administrative Agent is appointed prior to the effective date of the Borrower if such successor is not a Lenderresignation of Administrative Agent, on behalf of Administrative Agent may appoint, after consulting with the Borrower Lenders and the LendersBorrowers, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention may agree in writing to resign, then the resigning remove and replace Administrative Agent may appoint, on behalf of the Borrower and the Lenders, with a successor Administrative Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the confirmation acceptance of the Borrower (if required). If the Administrative Agent has resigned and no its appointment as successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning retiring Administrative Agent and the term “Administrative Agent” shall mean such successor Administrative Agent shall pro rate any agency feesand the retiring Administrative Agent’s appointment, powers, and the resigning duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent’s resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Section 15 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this 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 Lenders shall perform all of the duties of Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsLenders appoint a successor Administrative Agent as provided for above.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders shall, resign at any time by giving written as Administrative Agent upon 30 days' notice thereof to the Lenders and Lenders. If the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have appoint from among the right Lenders a successor administrative agent for the Lenders, the appointment of which successor administrative agent shall be subject to appoint upon the confirmation consent of the Borrower if such successor is not a Lender, on behalf at all times other than during the existence of an Event of Default (which consent of the Borrower and the Lenders, a successor Administrative Agentshall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so administrative agent is appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations prior to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent shall pro rate any agency fees, administrative agent and the resigning retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Article IX and Sections 10.03 and 10.13 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequired Lenders appoint a successor agent as provided for above.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Requisite Lenders shall, resign at any time by giving written as Administrative Agent upon reasonable notice thereof to the Credit Facility Lenders and the Borrower, such resignation in either case to be effective upon the acceptance of appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, by a successor Administrative Agent. If Administrative Agent shall resign as Administrative Agent under this Agreement, the Requisite Lenders shall appoint from among Credit Facility Lenders a successor Administrative Agent for Credit Facility Lenders, which successor Administrative Agent shall be approved by Borrower (and such approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so is appointed by prior to the Required Lenders within forty-five days after effective date of the resigning resignation of Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower after consulting with Credit Facility Lenders and the LendersBorrower, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the from among Credit Facility Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any its appointment as successor Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning retiring Administrative Agent and the term “Administrative Agent” shall mean such successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent’s resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Section 13, and Section 12.3, shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. Notwithstanding the foregoing, if (a) Administrative Agent has not been paid those fees referenced in Section 2.6.3 or has not been reimbursed for any expense reimbursable to it under Sections 12.2 or 12.3, in either case for a period of at least one (1) year and (b) no successor Administrative Agent has accepted appointment as Administrative Agent by the 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 Credit Facility Lenders shall perform all of the duties of Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequisite Lenders appoint a successor Administrative Agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 10 days’ notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 9(a) or Section 9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent has been appointed 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 confirmed (if required) within 60 days, the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder and until such time, if any, as the Borrower shall make all payments in respect of the Obligations Required Lenders appoint a successor agent as provided for above. Either Co-Syndication Agent may, at any time, by notice to the applicable Lender Lenders and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, resign as a Co-Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of a Co-Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the non-resigning Co-Syndication Agent or, if there is only one Co-Syndication Agent, the Administrative Agent, without any further act by such Co-Syndication Agent, the Administrative Agent and the successor Administrative Agent shall pro rate or any agency fees, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan DocumentsLender. After the effectiveness of the any retiring Administrative Agent’s resignation of an as Administrative Agent, the provisions of this ARTICLE XI Section 10 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder under this Agreement and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving as Administrative Agent upon 30 days' prior written notice thereof to the Lenders, the Syndication Agent, the Issuing Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower Swing Line Lender and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required)Borrower. If the Administrative Agent has resigned shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent has been appointed and confirmed (if required) within 60 daysby the date that is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nonetheless become effective and the Required Lenders shall perform all the duties of the Administrative Agent hereunder and until such time as the Borrower shall make all payments in respect of the Obligations Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the applicable Lender Lenders and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, resign as Syndication Agent hereunder, whereupon the resigning duties, rights, obligations and responsibilities hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent and the successor Administrative Agent shall pro rate or any agency fees, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan DocumentsLender. After the effectiveness of the any retiring Agent's resignation of an Administrative as Agent, the provisions of this ARTICLE XI Section 9 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative an Agent hereunder under this Agreement and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may may, ------------------------------ and at the request of the Requisite Banks shall, resign at any time by giving written as Administrative Agent upon thirty days' notice thereof to the Lenders Banks and Borrower. If the BorrowerAdministrative Agent shall resign as Administrative Agent under this Agreement, such resignation in either case to be effective upon the appointment of Requisite Banks shall appoint from among the Banks a successor Administrative Agent orfor the Banks, if no which successor Administrative Agent has been appointedshall be approved by Borrower (and such approval shall not be unreasonably withheld or delayed), sixty days after provided that, to -------- the retiring extent required by applicable Gaming Laws, the incumbent Administrative Agent gives notice of its intention shall remain the collateral agent for the Creditors with respect to resign. Upon any collateral for which a lienholder must be qualified under such resignation, Gaming Laws until the Required Lenders new Administrative Agent can be so qualified (but the incumbent Administrative Agent shall have be entitled to the right indemnities and other protections provided to appoint upon the confirmation of the Borrower if Administrative Agent hereunder in such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agentcapacity). If no successor Administrative Agent shall have been so is appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations prior to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Banks and the Borrower, a successor Administrative Agent from among the Banks. Upon the acceptance of its appointment as successor Administrative Agent hereunder, such successor Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Article 10, and Sections 11.3, 11.11 and 11.22, shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If (a) the Administrative Agent has not been paid its agency fees under Section 3.6 or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one year and (b) no successor Administrative Agent has accepted appointment as Administrative Agent by the date which is thirty days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequisite Banks appoint a successor Administrative Agent as provided for above.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders shall, resign at any time by giving written as Administrative Agent upon 30 days' notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor . If Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, from among Lenders a successor Administrative Agentadministrative agent for Lenders which successor administrative agent shall, so long as no Default or Event of Default shall have occurred and be continuing, be approved by Borrower. If no successor Administrative Agent shall have been so administrative agent is appointed by prior to the Required Lenders within forty-five days after effective date of the resigning resignation of Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower after consulting with Lenders and the LendersBorrower, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the administrative agent from among Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentadministrative agent hereunder, such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning retiring Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent shall pro rate any agency fees, administrative agent and the resigning retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Section 9 and Sections 10.04 and 10.12 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, Bank of America may not be removed as Administrative Agent at the request of the Required Lenders unless Bank of America shall also simultaneously be replaced as "Issuing Lender" and under the other Loan Documents"Swing Line Lender" hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of America.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving not less than thirty (30) days' prior written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resignBorrower Representative. Upon any such resignation, the Required Requisite Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within forty-five thirty (30) days after the resigning Administrative Agent's giving notice of its intention to resignresignation, then the resigning Administrative Agent may appointmay, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent upon Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the confirmation laws of the Borrower (if required)United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If the Administrative Agent has resigned and no successor Administrative Agent has been appointed pursuant to the foregoing by the 30th day after the date such notice of resignation was given by the resigning Administrative Agent, such resignation shall become effective and confirmed (if required) within 60 days, the Requisite Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and until such time, if any, as the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No Requisite Lenders appoint a successor Administrative Agent shall be deemed to be appointed hereunder until such as provided above. Any successor Administrative Agent has accepted appointed by the appointment. Any such successor Administrative Agent Requisite Lenders hereunder shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable subject to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary approval of a bankBorrower Representative, such capital approval not to be unreasonably withheld or delayed; provided, however, that such approval shall not be required if a Default or Event of Default shall have occurred and retained earnings requirement shall apply only to the parent bankbe continuing. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness earlier of the resignation acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent or the Administrative Agent, effective date of the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency feesAgent's resignation, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Administrative Agent shall continue. After the effectiveness of the resignation of an any resigning Administrative Agent's resignation hereunder, the provisions of this ARTICLE XI Section 3.7 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder under this Agreement and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving thirty days’ prior written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor and Administrative Agent or, if no successor may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resignand signed by Requisite Lenders. Upon any such resignationnotice of resignation or any such removal, the Required Requisite Lenders shall have the right right, upon five Business Days’ notice to Borrower, to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning retiring or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent shall pro rate any agency feesall sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the resigning assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. If the Requisite Lenders have not appointed a successor Administrative Agent, Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent hereunder and under in any case, Administrative Agent’s resignation shall become effective on the Loan Documentsthirtieth day after such notice of resignation. If neither the Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, the Requisite Lenders shall be deemed to succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent. After the effectiveness of the any retiring or removed Administrative Agent’s resignation of an or removal hereunder as Administrative Agent, the provisions of this ARTICLE XI Section 9 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documentshereunder.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders shall, resign at any time by giving written as Administrative Agent upon 30 days' notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon Company. If the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have appoint from among the right to appoint upon the confirmation of the Borrower if such Lenders a successor is not a Lender, on behalf of the Borrower and administrative agent for the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so administrative agent is appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations prior to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning 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, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent shall pro rate any agency fees, administrative agent and the resigning retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Section 13, Section 14.6 and Section 14.10 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent as provided for above. Notwithstanding the foregoing, however, Bank of America shall not be required to resign as the Administrative Agent at the request of the Required Lenders unless Bank of America shall also simultaneously be replaced as "Issuer" and as "Swing Line Lender" hereunder pursuant to documentation in form and under the other Loan Documentssubstance reasonably satisfactory to Bank of America.

Successor Administrative Agent. (a) The Administrative ------------------------------ Agent may resign at any time by giving written as the Administrative Agent upon 30 days' notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent oras hereinafter set forth; provided that concurrently with such resignation the Administrative Agent -------- also resigns as the Administrative Agent for the Tranche B Agreement. If the Administrative Agent shall resign as the Administrative Agent under this Agreement, if no the other Loan Documents and the Tranche B Agreement, then, unless an Event of Default shall have occurred and be continuing (in which case, the Majority Lenders shall appoint a successor), the Borrower shall appoint from among the Lenders a successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and for the Lenders, a which successor Administrative AgentAgent shall be approved by the Majority Lenders (which approval shall not be unreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Required Lenders Borrower (or in the case of an Event of Default, by the Majority Lenders) and such successor Administrative Agent has not accepted such appointment within forty-five 30 days after the resigning Administrative Agent's giving notice of its intention to resignsuch resignation, then the resigning Administrative Agent may appointmay, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no Agent, which successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or or, if none of the Lenders is willing to serve as successor Administrative Agent, a commercial major international bank (or a subsidiary thereof) having combined capital and retained earnings surplus of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent shall pro rate any agency feeseffective upon such appointment and approval, and the resigning former Administrative Agent's rights, powers and duties as the Administrative Agent shall be discharged from its duties and obligations hereunder and under terminated, without any other or further act or deed on the Loan Documentspart of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. After any retiring Administrative Agent's resignation as the effectiveness of the resignation of an Administrative Agent, the provisions of this ARTICLE XI Section 10 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted ---------- to be taken by it while it was acting as the Administrative Agent hereunder under this Agreement and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written give notice thereof of its resignation to Lenders and Borrower. Upon receipt of any such notice of resignation, Lead Lenders shall have the right, in consultation with Borrower (so long as no Event of Default exists), to appoint a successor Administrative Agent. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder and notice of such acceptance to the Lenders retiring Administrative Agent, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, the retiring Administrative Agent’s resignation shall become immediately effective and the Borrower, retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder and under the other Financing Documents (if such resignation was not already effective and such duties and obligations not already discharged, as provided below in either case to be effective upon this paragraph). Until such time as the appointment of Lead Lenders appoint a successor Administrative Agent oras provided for above in this Section 10.12, if no all payments, communications and determinations required to be made by, to or through Administrative Agent shall instead be made by or to each Lender directly. The fees payable by Borrower to a successor Administrative Agent has shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. If no such successor shall have been appointed, sixty so appointed by Lead Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, then the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, retiring Administrative Agent may on behalf of the Borrower and the Lenders, Lenders (but without any obligation) appoint a successor Administrative Agent. If no successor From and following the expiration of such thirty (30) day period, Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving exclusive right, upon one (1) Business Days’ notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required)to make its resignation effective immediately. If the Administrative Agent has resigned From and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon following the effectiveness of such notice, (i) the resignation of the Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsother Financing Documents and (ii) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each Lender directly, until such time as Lead Lenders appoint a successor Administrative Agent as provided for above in this paragraph. After the effectiveness of the resignation of an Administrative Agent, the The provisions of this ARTICLE XI Agreement shall continue in effect for the benefit of such any retiring Administrative Agent and its sub-agents after the effectiveness of its resignation hereunder and under the other Financing Documents in respect of any actions taken or omitted to be taken by it any of them while it the retiring Administrative Agent was acting or was continuing to act as the Administrative Agent. Any successor Administrative Agent hereunder and under shall provide the other Loan Documentsapplicable documentation described in Section 2.13(f)(iii) to the Borrower on or prior to the date on which it becomes an Administrative Agent hereunder.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the BorrowerBorrower Agent, such resignation in either case to be effective upon and the appointment of a successor Required Lenders may remove the Administrative Agent orfor any reason upon 20 days’ prior written notice to the Administrative Agent and the Borrower Agent, if no in each case whether or not a successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint upon a successor Administrative Agent with the confirmation approval of the Borrower Agent (which approval shall not be unreasonably withheld or delayed and not required if such successor an Event of Default has occurred and is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agentcontinuing). If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within forty-five 30 days after the resigning retiring Administrative Agent's ’s giving of notice of its intention to resignresignation, then the resigning retiring Administrative Agent may appointmay, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent upon Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case (whether a resignation or a removal), such appointment shall be subject to the confirmation prior written approval of the Borrower Agent (if requiredwhich approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the resigning retiring or removed Administrative Agent. Upon the effectiveness acceptance of the resignation of the appointment as Administrative Agent by a successor Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring or removed Administrative Agent shall be discharged from all of its duties and obligations under this Agreement and the other Loan Documents. Prior to any Administrative Agent’s resignation or removal hereunder and as Administrative Agent, the retiring or removed Administrative Agent shall, in the event that a successor Administrative Agent is being appointed at the time of such resignation or removal, take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After A retiring or removed Administrative Agent shall, in the effectiveness event that a successor Administrative Agent is not appointed at the time of such resignation or removal, take all actions reasonably requested by the Borrower Agent or the Required Lenders (for a reasonable period of time, not to exceed 60 days) (including providing the Borrower Agent and the Required Lenders with a copy of the resignation Register and other documents and information in the possession of an the resigning or removed Administrative Agent that is reasonably requested by the Required Lenders or the Borrower Agent) in connection with (x) in the case of the Required Lenders, the provisions Required Lenders’ performance of this ARTICLE XI shall continue in effect for the benefit duties and obligations of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan DocumentsDocuments and (y) in the case of the Borrowers, the Borrowers’ obligation to make payments directly to the Lenders and provide notices and information directly to the Lenders.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days' notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 9(a) or Section 9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent has been appointed by the date that is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and confirmed (if required) within 60 days, the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder and until such time, if any, as the Borrower shall make all payments in respect of the Obligations Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the applicable Lender Lenders and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, resign as Syndication Agent hereunder, whereupon the resigning duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent and the successor Administrative Agent shall pro rate or any agency fees, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan DocumentsLender. After the effectiveness of the any retiring Agent's resignation of an Administrative as Agent, the provisions of this ARTICLE XI Section 10 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder under this Agreement and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Requisite Lenders shall, resign at any time by giving written as Administrative Agent upon thirty days notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any appointment resign as Administrative Agent hereunder by under this Agreement, the Requisite Lenders shall appoint from among the Lenders a successor Administrative Agentadministrative agent for the Lenders, which successor administrative agent shall be approved by Borrower (and such approval shall not be unreasonably withheld). If no successor Administrative Agent shall thereupon succeed administrative agent is appointed prior to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Lenders and Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent shall pro rate any agency fees, administrative agent and the resigning retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated (except for any liabilities incurred prior to such termination). After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Article 10, and Sections 11.3, 11.11 and 11.23, shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If (a) the Administrative Agent has not been paid its agency fees under Section 3.6or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one year and (b) no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequisite Lenders appoint a successor administrative agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon thirty (30) days’ notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Parent. If Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have appoint from among the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, Lenders a successor Administrative Agentagent for Lenders. If no successor Administrative Agent shall have been so agent is appointed by prior to the Required Lenders within forty-five days after effective date of the resigning resignation of Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower after consulting with Lenders and the LendersParent, a successor agent from among Lenders. Upon the acceptance by the Lender so selected of its appointment as successor agent hereunder, such successor agent shall succeed to all of the rights, powers and duties of the retiring Administrative Agent upon and the confirmation term “Administrative Agent” as used herein and in the other Financing Agreements shall mean such successor agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of the Borrower (if required)this Section 12 shall inure to its benefit as to any actions taken or omitted by it while it was Administrative Agent under this Agreement. If the no successor agent has accepted appointment as Administrative Agent has resigned and no successor by the date which is thirty (30) days after the date of a retiring Administrative Agent has been appointed and confirmed (if required) within 60 daysAgent’s notice of resignation, the retiring Administrative Agent’s resignation shall nonetheless thereupon become effective and Lenders shall perform all of the duties of the Administrative Agent hereunder and until such time, if any, as the Borrower shall make all payments in respect of the Obligations to the applicable Lender and Required Lenders appoint a successor agent as provided for all other purposes shall deal directly with the Lendersabove. No successor Any resignation by Administrative Agent pursuant to this Section shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital also constitute its resignation as Issuing Bank and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bankSwing Line Lender. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, (a) such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon retiring Issuing Bank and Swing Line Lender, (b) the effectiveness of the resignation of the Administrative Agent, the resigning Administrative Agent retiring Issuing Bank and the successor Administrative Agent shall pro rate any agency fees, and the resigning Administrative Agent Swing Line Lender shall be discharged from its all of their respective duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation of an Administrative Agent, the provisions of this ARTICLE XI shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan DocumentsFinancing Agreements, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving not less than 30 days’ prior written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resignBorrower Representative. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative AgentAgent who shall be a Lender or a Qualified Assignee. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within forty-five 30 days after the resigning Administrative Agent's ’s giving notice of its intention to resignresignation, then the resigning Administrative Agent may appointmay, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent upon Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the confirmation laws of the Borrower (if required)United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If the Administrative Agent has resigned and no successor Administrative Agent has been appointed pursuant to the foregoing, within 30 days after the date such notice of resignation was given by the resigning Administrative Agent, such resignation shall become effective and confirmed (if required) within 60 days, the Required Lenders shall thereafter perform all the duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. Any successor Administrative Agent appointed by Required Lenders hereunder (or by the Administrative Agent hereunder and the Borrower shall make all payments in respect on behalf of the Obligations Required Lenders) shall be subject to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed approval of Borrower Representative, such approval not to be appointed hereunder until unreasonably withheld or delayed; provided that (x) such successor Administrative Agent approval shall not be required if a Default or an Event of Default has accepted the appointment. Any occurred and is continuing and (y) such successor Administrative Agent approval shall not be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that required if the successor Administrative Agent is a subsidiary Revolving Lender with Revolving Loan Commitments of a bank, at least $10,000,000 and the Administrative Agent or the Required Lenders shall have consulted with Borrowers prior to such capital and retained earnings requirement shall apply only to the parent bankappointment. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness earlier of the resignation acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent or the Administrative Agent, effective date of the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency feesAgent’s resignation, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Administrative Agent shall continue. After the effectiveness of the resignation of an any resigning Administrative Agent’s resignation hereunder, the provisions of this ARTICLE XI Article VIII shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder under this Agreement and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days’ notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 9(a) or Section 9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent has been appointed by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and confirmed (if required) within 60 days, the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder and until such time, if any, as the Borrower shall make all payments in respect of the Obligations Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the applicable Lender Lenders and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, resign as Syndication Agent hereunder, whereupon the resigning duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent and the successor Administrative Agent shall pro rate or any agency fees, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan DocumentsLender. After the effectiveness of the any retiring Administrative Agent’s resignation of an as Administrative Agent, the provisions of this ARTICLE XI Section 10 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder under this Agreement and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may may, and at the request of Requisite Lenders shall, resign at any time by giving written as Administrative Agent upon 30 days' notice thereof to the Lenders. If Administrative Agent resigns under this Agreement, Requisite Lenders and the Borrower, such resignation in either case to be effective upon the appointment of shall appoint from among Lenders a successor Administrative Agent or, if no administrative agent for Lenders which successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders administrative agent shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agentbe approved by Borrower. If no successor Administrative Agent shall have been so administrative agent is appointed by prior to the Required Lenders within forty-five days after effective date of the resigning resignation of Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the after consulting with Lenders and Borrower and the Lendersupon approval of Borrower (other than at any time as there exists an Event of Default) which will not be unreasonably withheld, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the administrative agent from among Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentadministrative agent hereunder, such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning retiring Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent shall pro rate any agency fees, administrative agent and the resigning retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Section 9 and Sections --------- -------- 10.03 and 10.11 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to ----- ----- be taken by it while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent (whether due to absence of Borrower approval or otherwise) 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 Lenders shall perform all of the duties of Administrative Agent hereunder until such time, if any, as Requisite Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, Bank of America may not be removed as Administrative Agent at the request of Requisite Lenders unless Bank of America shall also simultaneously be replaced as "Issuing Lender" hereunder pursuant to documentation in form and under the other Loan Documentssubstance reasonably satisfactory to Bank of America.

Successor Administrative Agent. The Administrative Agent may may, and at the request of Requisite Lenders shall, resign at any time by giving written as Administrative Agent upon 30 days' notice thereof to Lenders. If Administrative Agent resigns under this Agreement, Requisite Lenders shall appoint from among Lenders a successor administrative agent for Lenders which successor administrative agent shall be subject to the Lenders and prior written consent of Company at all times other than during the Borrower, such resignation in either case to existence of an Event of Default (which approval of Company shall not be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agentunreasonably withheld or delayed). If no successor Administrative Agent shall have been so administrative agent is appointed by prior to the Required Lenders within forty-five days after effective date of the resigning resignation of Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower after consulting with Lenders and the LendersCompany, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 daysadministrative agent from among Lenders, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations subject to the applicable Lender and for prior written consent of Company at all times other purposes than during the existence of an Event of Default (which approval of Company shall deal directly with the Lenders. No successor Administrative Agent shall not be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender unreasonably withheld or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bankdelayed). Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentadministrative agent hereunder, such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning retiring Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent shall pro rate any agency fees, administrative agent and the resigning retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Section 9 and Sections 10.03 and 10.13 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties of Administrative Agent hereunder until such time, if any, as Requisite Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, Bank of America may not be removed as Administrative Agent at the request of Requisite Lenders unless Bank of America shall also simultaneously be replaced as "Issuing Lender" hereunder pursuant to documentation in form and under the other Loan Documentssubstance reasonably satisfactory to Bank of America.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Requisite Banks shall, resign at any time by giving written as Administrative Agent upon thirty days' notice thereof to the Lenders Banks and Borrower. If the BorrowerAdministrative Agent shall resign as Administrative Agent under this Agreement, such resignation in either case to be effective upon the appointment of Requisite Banks shall appoint from among the Banks a successor Administrative Agent orfor the Banks, if no which successor Administrative Agent has been appointedshall be approved by Borrower (and such approval shall not be unreasonably withheld or delayed), sixty days after provided that, to the retiring extent required by applicable Gaming Laws, the incumbent Administrative Agent gives notice of its intention shall remain the collateral agent for the Creditors with respect to resign. Upon any collateral for which a lienholder must be qualified under such resignation, Gaming Laws until the Required Lenders new Administrative Agent can be so qualified (but the incumbent Administrative Agent shall have be entitled to the right indemnities and other protections provided to appoint upon the confirmation of the Borrower if Administrative Agent hereunder in such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agentcapacity). If no successor Administrative Agent shall have been so is appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations prior to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Banks and the Borrower, a successor Administrative Agent from among the Banks. Upon the acceptance of its appointment as successor Administrative Agent hereunder, such successor Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Article 10, and Sections 11.3, 11.11 and 11.22, shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If (a) the Administrative Agent has not been paid its agency fees under Section 3.5 or has not been reimbursed for any expense reimbursable to it under Section 11.3, and (b) no successor Administrative Agent has accepted appointment as Administrative Agent by the date which is thirty days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequisite Banks appoint a successor Administrative Agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Borrower. Administrative Agent may be removed by the BorrowerRequisite Lenders if Administrative Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, such resignation in either case removal to be effective upon on the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after date specified by the retiring Administrative Agent gives notice of its intention to resignRequisite Lenders. Upon any such resignationresignation or removal, the Required Requisite Lenders (at no cost or expense to Borrower) shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lenderappoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Requisite Lenders within forty-five thirty days after the resigning Administrative Agent's ’s giving notice of its intention to resign, then the resigning Administrative Agent may shall appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the LendersAgent. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning or removed Administrative Agent shall be discharged from its duties and obligations thereafter arising hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Administrative Agent, the provisions of this ARTICLE XI Article 13 shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents. Notwithstanding anything contained herein to the contrary, Administrative Agent may assign its rights and duties under the Loan Documents to any of its affiliates by giving Borrower and each Lender prior written notice.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders shall, resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor as Administrative Agent or, if no successor upon thirty (30) days' notice to Lenders. If Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have appoint from among the right Lenders a successor administrative agent. If no successor administrative agent is appointed prior to appoint upon the confirmation effective date of the Borrower if such successor is not a Lenderresignation of Administrative Agent, on behalf of the Borrower and Administrative Agent may appoint, after consulting with the Lenders, a successor administrative agent that would qualify as an Eligible Assignee. Upon its acceptance of the appointment as successor administrative agent, such successor shall succeed to all of the rights, powers and duties of the retiring Administrative Agent, the term "Administrative Agent", shall mean such successor, and the appointment, powers and duties of such retiring Administrative Agent shall terminate. After any retiring Administrative Agent's resignation hereunder as administrative agent, the provisions of this Agreement regarding payment of costs and expenses and indemnification of Administrative Agent shall inure to its benefit as to any actions that such retiring Administrative Agent took or omitted to take while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent shall have been so appointed by the Required Lenders within forty-five date that is thirty (30) days after the resigning following a retiring Administrative Agent's giving notice of its intention to resignresignation, then the resigning retiring Administrative Agent may appointAgent's resignation shall nevertheless thereupon become effective, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all of the duties of the Administrative Agent hereunder and until such time, if any, as the Borrower shall make all payments Required Lenders appoint a successor administrative agent in respect the manner set forth above. Upon replacement of Administrative Agent as provided in this Agreement, the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor former Administrative Agent shall be deemed promptly deliver to be appointed hereunder until such successor the new Administrative Agent has accepted an assignment of all beneficial interest in any collateral security for the appointment. Any Loans, if any (if before acquisition of title to any such successor Administrative Agent shall be either a Lender collateral security), or a commercial bank quitclaim deed to and assignment of any such property, if any (or a subsidiary thereofif after acquisition of any such collateral security) having capital and retained earnings copies of at least $500,000,000 that is generally in the business of making loans comparable any books, records and documents related to the Loans made under this Facility, except that if to which the successor Administrative Agent Lenders are entitled and which is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to then in the parent bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor former Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation of an Administrative Agent, the provisions of this ARTICLE XI shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents's possession.

Successor Administrative Agent. The Except as otherwise provided below, Bank One shall serve as Administrative Agent at all times during the term of this Facility. Bank One may resign as Administrative Agent in the event (x) Bank One and Borrower shall mutually agree in writing or (y) an Event of Default shall occur and be continuing under the Loan Documents, or (z) Bank One shall determine, in its sole reasonable discretion, that because of its other banking relationships with Borrower and/or Borrower's Affiliates at the time of such decision Bank One's resignation as Administrative Agent would be necessary in order to avoid creating an appearance of impropriety on the part of Bank One. Bank One shall also resign as Administrative Agent, within 30 days after receipt of a written request from the Required Lenders, if the Administrative Agent's Commitment, after giving effect to any assignments or reductions hereunder, is less than 5% of the then-current Aggregate Commitment. Bank One (or any successor Administrative Agent) may be removed as Administrative Agent by written notice received by Administrative Agent from the Required Lenders at any time with cause (i.e., a breach by giving written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a Bank One (or any successor Administrative Agent or, if no successor Agent) of its duties as Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resignhereunder) or for gross negligence or willful misconduct. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lenderappoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five thirty days after the resigning Administrative Agent's giving notice of its intention to resign or receiving such a request to resign, then the resigning Administrative Agent may shall, prior to the effective date of its resignation, appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the LendersAgent. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation of an Administrative Agent, the provisions of this ARTICLE Article XI shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 10 days’ notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required)Cedar Fair LP. If the Administrative Agent has resigned shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Secured Parties a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 9(a) or Section 9(f) with respect to either Borrower shall have occurred and be continuing) be subject to approval by Cedar Fair LP (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent has been appointed 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 confirmed (if required) within 60 days, the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder and until such time, if any, as the Borrower shall make all payments in respect of the Obligations Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the applicable Lender Lenders and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, resign as Syndication Agent hereunder, whereupon the resigning duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent and the successor (or, if there is no Administrative Agent shall pro rate at such time, to the Lenders as contemplated by the preceding sentence), without any agency feesfurther act by the Syndication Agent, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsor any Lender. After the effectiveness of the resignation of an any retiring Administrative Agent’s (or Syndication Agent’s) resignation as Administrative Agent (or Syndication Agent), the provisions of this ARTICLE XI Section 10 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder (or Syndication Agent) under this Agreement and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days’ notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon Borrowers. If the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have appoint from among the right to appoint upon the confirmation of the Borrower if such Lenders a successor is not a Lender, on behalf of the Borrower and administrative agent for the Lenders, a which successor Administrative Agentadministrative agent shall be consented to by the Borrowers at all times other than during the existence of an Event of Default (which consent of the Borrowers shall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so administrative agent is appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations prior to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Lenders and the Borrowers, 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, the term “Administrative Agent” shall mean such successor administrative agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent (other than to continue to hold any Cash Collateral or Risk Participation Cash Collateral until such time as a successor administrative agent is appointed) shall pro rate be terminated without any agency fees, and other or further act or deed on the resigning part of such retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsor any other Lender. After the effectiveness of the any retiring Administrative Agent’s resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Article IX and Section 10.05 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequired Lenders appoint a successor administrative agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks, and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders Majority Banks shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent, which successor Administrative Agent, shall, provided no Event of Default has occurred and is then continuing, be subject to Borrower's approval, which approval shall not be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders Majority Banks and approved by the Borrower, and shall have accepted such appointment, within forty-five 30 days after the resigning retiring Administrative Agent's giving Agent gives notice of its intention to resignresignation, then the resigning retiring Administrative Agent may appointmay, on behalf of the Borrower and Banks, appoint a successor Administrative Agent, which shall be the Lenders, Administrative Agent who shall act until the Majority Banks shall appoint an Administrative Agent. Any appointment of a successor Administrative Agent upon by Majority Banks or the confirmation of the Borrower (if required). If the retiring Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations pursuant to the applicable Lender preceding sentence shall, provided no Event of Default has occurred and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall is then continuing, be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable subject to the Loans made under this FacilityBorrower's approval, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement which approval shall apply only to the parent banknot be unreasonably withheld or delayed. Upon the acceptance of any its appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent Agent, shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning retiring Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentshereunder. After the effectiveness of the resignation of an any retiring Administrative Agent's resignation hereunder, the provisions of this ARTICLE XI Article shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. For gross negligence or willful misconduct, as determined by all the Banks (excluding for such determination Administrative Agent hereunder in its capacity as a Bank, if applicable), Administrative Agent may be removed at any time by giving at least thirty (30) Business Days prior written notice to Administrative Agent and under Borrower. Such resignation or removal shall take effect upon the other Loan Documentsacceptance of appointment by a successor Administrative Agent in accordance with the provisions of this Section 7.8.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days’ notice thereof to the Lenders and the Borrower, Lenders; provided that any such resignation in either case to be effective upon of Bank of America shall also constitute its resignation as Swing Line Lender. If the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have appoint from among the right to appoint upon the confirmation of the Borrower if such Lenders a successor is not a Lender, on behalf of the Borrower and administrative agent for the Lenders, a which successor Administrative Agentadministrative agent shall be consented to by the Company at all times other than during the existence of an Event of Default (which consent of the Company shall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so administrative agent is appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations prior to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, Swing Line Lender and the resigning respective terms “Administrative Agent” and “Swing Line Lender” shall mean such successor administrative agent and swing line lender and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its terminated and the retiring Swing Line Lender’s rights, powers and duties and obligations hereunder and under as such shall be terminated, without any other or further act or deed on the Loan Documentspart of such retiring Swing Line Lender or any other Lender. After the effectiveness of the any retiring Administrative Agent’s resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Article IX and Sections 10.04 and 10.05 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequired Lenders appoint a successor agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving as Administrative Agent upon 30 days (10 days if an Event of Default has occurred and is continuing) prior written notice thereof to the Lenders (unless such notice is waived by the Required Lenders) and Borrowers (unless such notice is waived by Borrowers) and without any notice to the Borrower, such resignation in either case to be effective upon the appointment of a successor Bank Product Providers. If Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have be entitled, with (so long as no Event of Default has occurred and is continuing) the right consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned), appoint upon a successor Administrative Agent for the confirmation Lenders (and the Bank Product Providers). If, at the time that Administrative Agent’s resignation is effective, it is acting as Issuing Bank or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing Bank or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, or to make Swing Loans. If no successor Administrative Agent is appointed prior to the effective date of the Borrower if such successor is not a Lenderresignation of Administrative Agent, on behalf of Administrative Agent may appoint, after consulting with the Borrower Lenders and the LendersBorrowers, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention may agree in writing to resign, then the resigning remove and replace Administrative Agent may appoint, on behalf of the Borrower and the Lenders, with a successor Administrative Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the confirmation acceptance of the Borrower (if required). If the Administrative Agent has resigned and no its appointment as successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning retiring Administrative Agent and the term “Administrative Agent” shall mean such successor Administrative Agent shall pro rate any agency feesand the retiring Administrative Agent’s appointment, powers, and the resigning duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent’s resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Section 15 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsLenders appoint a successor Administrative Agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign at as Administrative Agent upon thirty (30) days’ notice to Lenders and Borrowers. Additionally, if the Person serving as Administrative Agent is a Defaulting Lender, commits gross negligence or willful misconduct in exercising its rights and obligations hereunder or under any time by giving written notice thereof of the other Loan Documents, or is no longer an Arranger hereunder, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to Borrowers and such Person, remove such Person as Administrative Agent. If Administrative Agent resigns or is so removed by the Required Lenders and under this Agreement, the BorrowerRequired Lenders shall, (i) within thirty (30) days after receipt of Administrative Agent’s notice of resignation or (ii) within five Business Days of the removal of Administrative Agent, as applicable, appoint from among Lenders a successor administrative agent for Lenders, which successor administrative agent shall be consented to by Borrowers at all times other than during the existence of a Default (which consent of Borrowers shall not be unreasonably withheld or delayed). Upon the acceptance by the successor administrative agent of its appointment as successor administrative agent hereunder, the retiring Administrative Agent’s resignation or removal, as applicable, shall be effective, such resignation in either case successor administrative agent shall succeed to be effective upon all the appointment rights, powers and duties of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, and the Required Lenders term “Administrative Agent” shall have the right to appoint upon the confirmation of the Borrower if mean such successor is not a Lenderadministrative agent, on behalf of the Borrower and the Lenders, a successor retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent administrative agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any appointment as Administrative Agent hereunder by the date which is thirty (30) days following a successor retiring Administrative Agent’s notice of resignation, such successor Administrative Agent shall thereupon succeed or on or before the removal day specified by Required Lenders in their removal notice to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning Administrative Agent and Borrowers, whichever applies, then the Lender other than the retiring Administrative Agent holding the largest Commitment shall automatically become the successor administrative agent; it being understood and agreed that the retiring Administrative Agent Agent’s resignation or removal, as applicable, shall pro rate any agency feesin all instances become effective upon such thirtieth (30th) day, and or upon the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsremoval day set forth in Required Lenders’ removal notice, whichever applies. After the effectiveness of the effective date any retiring Administrative Agent’s resignation of an or removal hereunder as Administrative Agent, the provisions of this ARTICLE XI Article VIII and other applicable Sections of this Agreement shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documentsthis Agreement.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Requisite Lenders shall, resign at any time by giving written as Administrative Agent upon 30 days’ notice thereof to Lenders. If Administrative Agent resigns under this Agreement, the Requisite Lenders and the Borrower, such resignation in either case to be effective upon the appointment of shall appoint from among Lenders a successor Administrative Agent or, if no administrative agent for Lenders which successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders administrative agent shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agentbe approved by Borrower. If no successor Administrative Agent shall have been so administrative agent is appointed by prior to the Required Lenders within forty-five days after effective date of the resigning resignation of Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower after consulting with Lenders and the LendersBorrower, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the administrative agent from among Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentadministrative agent hereunder, such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning retiring Administrative Agent and the term “Administrative Agent” shall mean such successor Administrative Agent shall pro rate any agency fees, administrative agent and the resigning retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent’s resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Section 10 and Sections 11.03, 11.11 and 11.13 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties of Administrative Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, Bank of America may not be removed as Administrative Agent at the request of the Requisite Lenders unless Bank of America shall also simultaneously be replaced as “Issuing Lender” hereunder pursuant to documentation in form and under the other Loan Documentssubstance reasonably satisfactory to Bank of America.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resignACE. Upon any such resignationresignation or removal of the Administrative Agent, the Required Lenders Banks shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent, subject (so long as no Event of Default exists) to the consent of ACE (which consent shall not be unreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Required Lenders Banks, and shall have accepted such appointment, within forty-five 30 days after the resigning retiring Administrative Agent's ’s giving of notice of its intention to resignresignation or the Required Banks’ removal of the retiring Administrative Agent, then the resigning retiring Administrative Agent may appointmay, on behalf of the Borrower and the LendersBanks, appoint a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 daysAgent, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent which shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (organized under the laws of the United States or of any State thereof and having a subsidiary thereof) having combined capital and retained earnings surplus of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, Agent such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the retiring Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness If within 45 days after written notice is given of the resignation of an retiring Administrative Agent’s resignation or removal under this Section 7.05 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Banks shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Banks appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent shall have become effective, the provisions of this ARTICLE XI Article VII shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documentsthis Agreement.

Successor Administrative Agent. The Administrative Agent may resign may, and at any time by giving written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment request of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lendershall, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor resign as Administrative Agent upon 30 days’ notice to the confirmation of the Borrower (if required)Lenders. If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 daysresigns under this Agreement, the Required Lenders shall perform all shall, with (so long as no Event of Default exists) the duties consent of the Administrative Agent hereunder and Company (which shall not be unreasonably withheld or delayed), appoint from among the Borrower shall make all payments in respect of the Obligations to the applicable Lender and Lenders a successor administrative agent for all other purposes shall deal directly with the Lenders. No If no successor Administrative Agent shall be deemed to be administrative agent is appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable prior to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning 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, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor Administrative Agent shall pro rate any agency feesadministrative agent, and the resigning retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent’s resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Section 14 and Sections 15.6 and 15.13 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent as provided for above. Notwithstanding the foregoing, however, Bank of America may not be removed as the Administrative Agent at the request of the Required Lenders unless Bank of America shall also simultaneously be replaced as an “Issuing Lender” and the “Swing Line Lender” hereunder pursuant to documentation in form and under the other Loan Documentssubstance reasonably satisfactory to Bank of America.

Successor Administrative Agent. The (a) Administrative Agent may shall have the right to resign at any time by giving prior written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Borrower and Administrative Agent or, if no successor may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent has been appointed, sixty days after the retiring and signed by Requisite Lenders. Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon a financial institution to act as Administrative Agent hereunder, subject to the confirmation reasonable satisfaction of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earlier of (i) the acceptance of such successor Administrative Agent by Borrower and the Requisite Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of resignation or any such removal, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Requisite Lenders shall have the right, upon five Business Days’ notice to Borrower, to appoint a successor Administrative Agent. If no successor neither Requisite Lenders nor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 daysAgent, the Requisite Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bankAgent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning retiring or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning Administrative Agent and the retiring or removed Administrative Agent shall promptly transfer to such successor Administrative Agent shall pro rate any agency feesall 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 the resigning whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentshereunder. After the effectiveness of the any retiring or removed Administrative Agent’s resignation of an or removal hereunder as Administrative Agent, the provisions of this ARTICLE XI Section 9 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documentshereunder.

Successor Administrative Agent. The Administrative Agent may resign may, and at any time by giving written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation request of the Borrower if such successor is not a LenderRequisite Banks shall, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor resign as Administrative Agent upon thirty days notice to the confirmation of the Borrower (if required)Banks and Borrower. If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any appointment resign as Administrative Agent hereunder by under this Agreement, the Requisite Banks shall appoint from among the Banks a successor Administrative Agentadministrative agent for the Banks, which successor administrative agent shall be approved by Borrower (and such approval shall not be unreasonably withheld). If no successor Administrative Agent shall thereupon succeed administrative agent is appointed prior to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Banks and Borrower, a successor administrative agent from among the Banks. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent shall pro rate any agency fees, administrative agent and the resigning retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated (except for any liabilities incurred prior to such termination). After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Article 10, and Sections 11.3, 11.11 and 11.23, shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If (a) the Administrative Agent has not been paid its agency fees under Section 3.6 or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one (1) year and (b) no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Administrative Agent hereunder and under until such time, if any, as the other Loan Documents.Requisite Banks appoint a successor administrative agent as provided for above. 10.9

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor as Administrative Agent or, if no successor upon thirty (30) days' notice to Lenders. If Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such from among Lenders a successor is not a Lender, on behalf of the Borrower and the administrative agent for Lenders, a which successor Administrative Agentadministrative agent shall be consented to by Borrower at all times other than during the existence of an Event of Default (which consent of Borrower shall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so administrative agent is appointed by prior to the Required Lenders within forty-five days after effective date of the resigning resignation of Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf after consulting with Lenders and with the consent of Borrower at all times other than during the existence of an Event of Default (which consent of Borrower and the Lendersshall not be unreasonably withheld or delayed), a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the administrative agent from among Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentadministrative agent hereunder, the Person acting as such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the retiring Administrative Agent, the resigning Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent shall pro rate any agency feesadministrative agent, and the resigning retiring Administrative Agent's appointment, powers, and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under terminated without any other or further act or deed on the Loan Documentspart of such retiring Administrative Agent or any other Lender. After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI SECTION 12 and SECTION 11.10 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this 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 Lenders shall perform all of the duties of Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequired Lenders appoint a successor agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written give notice thereof of its resignation to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon receipt of any such resignationnotice, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor to the Administrative Agent, which right shall be subject to the consent of Borrower (such consent not to be unreasonably withheld) so long as 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 forty-five 30 days after the resigning such retiring Administrative Agent's giving Agent gives notice of its intention to resignresignation, then the resigning such retiring Administrative Agent may appointmay, on behalf of the Borrower and the Lenders, appoint a successor to the Administrative Agent, which successor shall be a financial institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a financial institution; provided that if such retiring Administrative Agent upon the confirmation of the Borrower (if required). If the is unable to find a financial institution which is willing to accept such appointment, such retiring Administrative Agent has resigned Agent’s resignation shall nevertheless thereupon become effective, and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder and until such time, if any, as the Borrower shall make all payments in respect of the Obligations Required Lenders appoint a successor to the applicable Lender and for all other purposes shall deal directly Administrative Agent with the Lenders. No successor Administrative Agent approval of Borrower (which approval shall not be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bankunreasonably withheld). Upon the acceptance of any a successor’s appointment as the Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning retiring (or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning retired) Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder and or under the other Loan Documents. After the effectiveness of the resignation of an Administrative Agent’s resignation hereunder, the provisions of this ARTICLE XI Article VIII and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Administrative Agent hereunder and under the other Loan DocumentsAgent.

Successor Administrative Agent. The (a) Administrative Agent and Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the Administrative Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such notice of resignation, the Required Requisite Lenders shall have the right (subject to the consent of the Administrative Borrower (not to be unreasonably withheld) so long as no Event of Default has occurred and is continuing or would have been continuing but for a forbearance agreement or waiver that is not permanent being in effect), upon five Business Days’ notice to Administrative Borrower, to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent and Collateral Agent. If no successor Administrative Agent shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within forty-five thirty (30) days after the resigning retiring Administrative Agent's giving Agent and Collateral Agent gives notice of its intention to resignresignation, then the resigning retiring Administrative Agent may appointand Collateral Agent may, on behalf of the Lenders (subject to the consent of the Administrative Borrower (not to be unreasonably withheld) so long as no Event of Default has occurred and the Lendersis continuing or would have been continuing but for a forbearance agreement or waiver that is not permanent being in effect), appoint a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative and Collateral Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with from among the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any appointment as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, such that successor Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent shall pro rate any agency feesand Collateral Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the resigning assignment to such successor Administrative Agent and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentshereunder. After the effectiveness of the any retiring Administrative Agent’s and Collateral Agent’s resignation of an hereunder as Administrative Agent and Collateral Agent, the provisions of this ARTICLE XI Section 9 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documentshereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 10 days’ notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent has been appointed 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 confirmed (if required) within 60 days, the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder and until such time, if any, as the Borrower shall make all payments in respect of the Obligations Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the applicable Lender Lenders and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, resign as Syndication Agent hereunder, whereupon the resigning duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent and the successor Administrative Agent shall pro rate or any agency fees, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan DocumentsLender. After the effectiveness of the any retiring Agent’s resignation of an Administrative as Agent, the provisions of this ARTICLE XI Section 8 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder under this Agreement and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days' notice thereof to the Lenders and with a copy of such notice to the Borrower, such resignation in either case to be effective upon . If the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have appoint from among the right Lenders a successor administrative agent for the Lenders which successor administrative agent shall be consented to appoint upon by the confirmation Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower if such successor is shall not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agentbe unreasonably withheld or delayed). If no successor Administrative Agent shall have been so administrative agent is appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations prior to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "ADMINISTRATIVE AGENT" shall mean such successor Administrative Agent shall pro rate any agency fees, administrative agent and the resigning retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI IX and SECTIONS 10.03 and 10.13 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequired Lenders appoint a successor agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 10 days’ notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required)Cedar Fair LP. If the Administrative Agent has resigned shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Secured Parties a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 9(a) or Section 9(f) with respect to any Borrower shall have occurred and be continuing) be subject to approval by Cedar Fair LP (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent has been appointed 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 confirmed (if required) within 60 days, the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder and until such time, if any, as the Borrower shall make all payments in respect of the Obligations Required Lenders appoint a successor agent as provided for above. Any Co-Syndication Agent may, at any time, by notice to the applicable Lender Lenders and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, resign as Co-Syndication Agent hereunder, whereupon the resigning duties, rights, obligations and responsibilities of the Co-Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the remaining Co-Syndication Agents or if there are no remaining Co-Syndication Agents, the Administrative Agent and the successor (or, if there is no Administrative Agent shall pro rate at such time, to the Lenders as contemplated by the preceding sentence), without any agency feesfurther act by such Co-Syndication Agent, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsor any Lender. After the effectiveness of the resignation of an any retiring Administrative Agent’s (or Co-Syndication Agent’s) resignation as Administrative Agent (or Co-Syndication Agent), the provisions of this ARTICLE XI Section 10 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder (or Co-Syndication Agent) under this Agreement and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Requisite Lenders shall, resign at any time by giving written as Administrative Agent upon reasonable notice thereof to the Lenders and the Borrower, such resignation in either case to be Borrowers effective upon the acceptance of appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, by a successor Administrative Agent. If no successor the Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning resign as Administrative Agent may appointunder this Agreement, on behalf of the Borrower and Requisite Lenders shall appoint from among the Lenders, Lenders a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No , which successor Administrative Agent shall be deemed to approved by Borrowers (and such approval shall not be appointed hereunder until such successor Administrative Agent has accepted the appointmentunreasonably withheld or delayed). Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the If no successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only appointed prior to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Lenders and the Borrowers, a successor Administrative Agent from among the Lenders. Upon the acceptance of its appointment as successor Administrative Agent hereunder, such successor Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI 13, and Sections 14.3, 14.11 and 14.22, shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. Notwithstanding the foregoing, if (a) the Administrative Agent has not been paid its agency fees under Section 3.6 or has not been reimbursed for any expense reimbursable to it under Section 14.3, in either case for a period of at least one (1) year and (b) no successor Administrative Agent has accepted appointment as Administrative Agent by the date which is thirty (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 the Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequisite Lenders appoint a successor Administrative Agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 10 days' notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent has been appointed 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 confirmed (if required) within 60 days, the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted time, if any, as the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any appointment as Administrative Agent hereunder by Required Lenders appoint a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsagent as provided for above. After the effectiveness of the any retiring Agent's resignation of an Administrative as Agent, the provisions of this ARTICLE XI Section 8 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder under this Agreement and under the other Loan Documents. Upon the effectiveness of the retirement of the Administrative Agent, the retiring Administrative Agent may, at its option (i) transfer the management of the Credit-Linked Account to the successor Administrative Agent or (ii) close the Credit-Linked Account upon the establishment of a new Credit-Linked Account with the successor Administrative Agent (and the successor Administrative Agent shall establish such new account) and transfer all amounts on deposit in the Credit-Linked Account to such new account.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 20 days' notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent has been appointed by the date that is 20 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and confirmed (if required) within 60 days, the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted time, if any, as the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any appointment as Administrative Agent hereunder by Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the 's resignation of the Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation of an as Administrative Agent, the provisions of this ARTICLE XI Section 9 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder under this Agreement and under the other Loan Documents. Upon the effectiveness of the retirement of any Administrative Agent, the retiring Administrative Agent may, at its option (i) transfer the management of all then existing Tranche B-1 Credit Linked Accounts to the successor Administrative Agent or (ii) close all such Tranche B-1 Credit Linked Accounts upon the establishment of new Tranche B-1 Credit Linked Accounts with the successor Administrative Agent (and the successor Administrative Agent shall establish such new accounts) and transfer all amounts on deposit in such Tranche B-1 Credit Linked Accounts to such new accounts.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrowers, with any such resignation in either case to be become effective only upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention pursuant to resignthis Section 9.06. Upon any such resignation, the Required Majority Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent, which shall be a Lender or another commercial bank or trust company reasonably acceptable to the Borrowers organized or licensed under the laws of the United States, or of any State thereof. If no successor Administrative Agent shall have been so appointed by the Required Lenders Majority Lenders, and shall have accepted such appointment, within forty-five 30 days after the resigning retiring Administrative Agent's giving of notice of its intention to resignresignation, then the resigning retiring Administrative Agent may appointmay, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent upon Agent, which shall be Lender or shall be another commercial bank or trust company organized or licensed under the confirmation laws of the Borrower (if required)United States or of any State thereof reasonably acceptable to the Borrowers. If In addition to the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties foregoing right of the Administrative Agent hereunder and to resign, the Borrower shall make all payments in respect of Majority Lenders may remove the Obligations to the applicable Lender and for all other purposes shall deal directly Administrative Agent at any time, with or without cause, concurrently with the Lenders. No appointment by the Majority Lenders of a successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bankAgent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent and the execution and delivery by the Borrowers and the successor Administrative Agent of an agreement relating to the fees to be paid to the successor Administrative Agent under Section 2.02(c) hereof 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the retiring Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsthis Agreement. After the effectiveness of the any retiring Administrative Agent's resignation of an or removal hereunder as Administrative Agent, the provisions of this ARTICLE XI Article IX shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as Administrative Agent under the Loan Documents. It is understood that in the event the Administrative Agent hereunder shall resign, or be removed by the Majority Lenders, as provided in this paragraph, the Administrative Agent shall resign, or be removed, as the case may be, in its capacity as both administrative agent and collateral agent under the other Loan Documents and the successor Administrative Agent shall be the successor Administrative Agent and the successor Collateral Agent under the Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign hereunder at any time by giving written notice thereof to the Lenders and Borrower. Administrative Agent may be removed involuntarily only for a material breach of its duties and obligations hereunder or under the Borrowerother Credit Facility Documents, such resignation or for gross negligence or willful misconduct in either case to be effective connection with the performance of its duties hereunder or under the other Credit Facility Documents and then only upon the appointment affirmative vote of a successor the Majority Lenders (excluding Administrative Agent or, if no successor from such vote and Administrative Agent has been appointed, sixty days after Agent’s Proportionate Share of the retiring Administrative Agent gives notice Total Commitment from the amounts used to determine the portion of its intention the Total Commitment necessary to resignconstitute the required Proportionate Shares of the remaining Lenders). Upon any such resignationresignation or removal, the Required Majority Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative AgentAgent hereunder with the consent of Borrower, which consent shall not be unreasonably withheld or delayed; provided that Borrower’s consent shall not be required if an Event of Default shall have occurred and be continuing at such time hereunder. If no successor Administrative Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment, within forty-five 30 days after the resigning retiring Administrative Agent's ’s giving of notice of its intention to resignresignation or the Lenders’ removal of the retiring Administrative Agent, then the resigning retiring Administrative Agent may appointmay, on behalf of the Lenders with the consent of Borrower and (such consent not to be unreasonably withheld or delayed) appoint the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent which shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent a Lender, if any Lender shall be either a Lender or willing to serve, and otherwise shall be a commercial bank (or having a subsidiary thereof) having combined capital and retained earnings surplus of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the retiring Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder and as Administrative Agent only under the Loan Credit Facility Documents. After the effectiveness of the any retiring Administrative Agent’s resignation of an or removal hereunder as Administrative Agent, the provisions of this ARTICLE XI Article VII shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Credit Facility Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 10 days' notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent has been appointed 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 confirmed (if required) within 60 days, the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder and until such time, if any, as the Borrower shall make all payments in respect of the Obligations Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the applicable Lender Lenders and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, resign as Syndication Agent hereunder, whereupon the resigning duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent and the successor Administrative Agent shall pro rate or any agency fees, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan DocumentsLender. After the effectiveness of the any retiring Administrative Agent's resignation of an as Administrative Agent, the provisions of this ARTICLE XI Section 9 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder under this Agreement and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders as a result of Administrative Agent’s gross negligence or willful misconduct in performing its duties under this Agreement shall, resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor as Administrative Agent or, if no successor upon 30 days’ notice to Lenders. If Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have appoint from among Lenders a successor administrative agent for Lenders, which successor administrative agent shall be consented to by the right to appoint upon Borrower (which consent shall not be unreasonably withheld, conditioned or delayed) at all times other than during the confirmation continuance of a Default (which consent of the Borrower if such successor is shall not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agentbe required). If no successor Administrative Agent shall have been so administrative agent is appointed by prior to the Required Lenders within forty-five days after effective date of the resigning resignation of Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf after consulting with Lenders and obtaining Borrower’s approval, which approval shall not be unreasonably withheld, conditioned or delayed (provided that during the continuance of the Borrower and the Lendersa Default, no such approval shall be required), a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the administrative agent from among Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor administrative agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent hereunder by a successor shall be terminated without any other or further act or deed on the part of such retiring Administrative Agent or any other Lender. After any retiring Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the ’s resignation of the Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation of an as Administrative Agent, the provisions of this ARTICLE XI Article and other applicable Sections of this Agreement shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties of Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequired Lenders appoint a successor agent as provided for above.

Successor Administrative Agent. The Administrative Agent may mxx resign at any time by giving written delivering notice thereof of such resignation to the Lenders and the Borrower, effective on the date set forth in such resignation in either case to be effective upon the appointment of a successor Administrative Agent notice or, if no successor such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of this Section 7 of this Exhibit B. If Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon delivers any such resignationnotice, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five If, after 30 days after the resigning date of the retiring Administrative Agent's giving ’s notice of its intention to resignresignation, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed by the Required Lxxxxxx that has accepted such appointment, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent from among the Lenders. Effective immediately upon its resignation, (a) the retiring Administrative Agent shall be discharged from its duties and confirmed obligations under the Loan Documents, (if requiredb) within 60 days, the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No until a successor Administrative Agent shall be deemed have accepted a valid appointment hereunder, (c) the retiring Administrative Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be appointed hereunder until taken while such retiring Administrative Agent was, or because such Administrative Agent had been, validly acting as Administrative Agent under the Loan Documents, and (d) subject to its rights under Section 2(b) of this Exhibit B, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent has accepted its rights as Administrative Agent under the appointmentLoan Documents. Any such Effective immediately upon its acceptance of a valid appointment as Administrative Agent, a successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facilitysucceed to, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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 with, all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning retiring Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation of an Bxxxxxxx agrees to negotiate in good faith with any successor Administrative Agent with respect to any administrative fees to be paid to such successor Administrative Agent, the provisions of this ARTICLE XI shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor as Administrative Agent upon 30 days’ notice to the confirmation of the Borrower (if required)Lenders. If the Administrative Agent has resigned shall resign as Administrative Agent under this Agreement and no the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No , which successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted approved by the appointment. Any Borrowers, whereupon such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges powers and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning Administrative Agent and the term “Administrative Agent” shall mean such successor Administrative Agent shall pro rate any agency feeseffective upon such appointment and approval, and the resigning former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under terminated, without any other or further act or deed on the Loan Documentspart of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans or other Obligations. After the effectiveness of the any retiring Administrative Agent’s resignation of an as Administrative Agent, the provisions of this ARTICLE XI Section 10 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement and the other Loan Documents. If no successor Administrative Agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Collateral Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Collateral Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Collateral Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Collateral Agent, the Administrative Agent hereunder or any Lender. After any retiring Collateral Agent’s resignation as Collateral Agent, the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders shall, resign at any time by giving written as the Administrative Agent upon 30 days' notice thereof to the Lenders and Lenders. If the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have appoint from among the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Committed Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such which successor Administrative Agent shall thereupon succeed agent shall, so long as no Event of Default exists, be subject to and become vested with all the rights, powers, privileges and duties approval of the resigning Company (which approval shall not be unreasonably withheld or removed Administrative Agentdelayed). Upon If no successor agent is appointed prior to the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor Administrative Agent from among the Committed Lenders and the Company. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the applicable retiring Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent shall pro rate any agency fees, agent and the resigning retiring Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Article XV and Section 16.03 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting the Administrative Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, such retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, Bank of America may not be removed as the Agent at the request of the Required Lenders unless Bank of America or any Affiliate of Bank of America shall also simultaneously be replaced as German Lender and under the other Loan Documentsas Issuing Bank pursuant to documentation in form and substance reasonably satisfactory to Bank of America and, if applicable, such Affiliate.

Successor Administrative Agent. The Administrative Agent may may, and at the request of Requisite Lenders shall, resign at any time by giving written as Administrative Agent upon 30 days’ notice thereof to the Lenders. If Administrative Agent resigns under this Agreement, Requisite Lenders and the Borrower, such resignation in either case to be effective upon the appointment of shall appoint from among Lenders a successor Administrative Agent or, if no administrative agent for Lenders which successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders administrative agent shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agentbe approved by Borrower. If no successor Administrative Agent shall have been so administrative agent is appointed by prior to the Required Lenders within forty-five days after effective date of the resigning resignation of Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the after consulting with Lenders and Borrower and the Lendersupon approval of Borrower (other than at any time as there exists a Default or an Event of Default) which will not be unreasonably withheld, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the administrative agent from among Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentadministrative agent hereunder, such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning retiring Administrative Agent and the term “Administrative Agent” shall mean such successor Administrative Agent shall pro rate any agency fees, administrative agent and the resigning retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent’s resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Section 9 and Sections 10.3 and 10.11 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent (whether due to absence of Borrower approval or otherwise) 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 Lenders shall perform all of the duties of Administrative Agent hereunder until such time, if any, as Requisite Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, KeyBank may not be removed as Administrative Agent at the request of Requisite Lenders unless KeyBank shall also simultaneously be replaced as “Issuing Lender” hereunder pursuant to documentation in form and under substance reasonably satisfactory to KeyBank. Any Administrative Agent hereunder must hold a Commitment in an amount not less than the other Loan Documents$5,000,000.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders as a result of Administrative Agent's gross negligence or willful misconduct in performing its duties under this Agreement shall, resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor as Administrative Agent or, if no successor upon 30 days' notice to Lenders. If Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have appoint from among Lenders a successor administrative agent for Lenders which successor administrative agent shall be consented to by the right to appoint upon Borrower at all times other than during the confirmation existence of Default (which consent of the Borrower if such successor is shall not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agentbe unreasonably withheld or delayed). If no successor Administrative Agent shall have been so administrative agent is appointed by prior to the Required Lenders within forty-five days after effective date of the resigning resignation of Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower after consulting with Lenders and the LendersBorrower, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the administrative agent from among Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentadministrative agent hereunder, such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning retiring Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent shall pro rate any agency feesadministrative agent, and the resigning retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Article and other applicable Sections of this Agreement shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties of Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequired Lenders appoint a successor agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon and the appointment of a successor Administrative Agent or, if no successor may be removed at any time with or without cause by written notice received by the Administrative Agent has been appointed, sixty days after from the retiring Administrative Agent gives notice of its intention to resignRequired Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint upon appoint, without the confirmation consent of the Borrower if such successor is not a Lender, and on behalf of the Borrower Swing Line Lender, Issuing Lenders and the Lenders, 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 forty-five thirty days after the resigning retiring Administrative Agent's giving notice of its intention to resignresignation, then the resigning retiring Administrative Agent may appoint, without the consent of the Borrower and on behalf of the Borrower Issuing Lenders, Swing Line Lender and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 daysAgent, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No which successor Administrative Agent shall be deemed to be appointed hereunder until a Lender unless no Lender shall so agree in which event such successor Administrative Agent may be a Person of the Administrative Agent's choosing. Notwithstanding anything herein to the contrary, so long as no Default has accepted the appointment. Any occurred and is continuing, each such successor Administrative Agent shall be either a Lender or subject to approval by the Borrower, which approval shall not be unreasonably withheld. Such successor Administrative Agent shall be a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank100,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the retiring Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI X shall continue in effect for the its benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving not less than thirty (30) days’ prior written notice thereof to each of the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Requisite Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within forty-five 30 days after the resigning the Administrative Agent's ’s giving notice of its intention to resignresignation, then the resigning Administrative Agent may appointmay, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent upon Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution which commercial bank or financial institution is organized under the confirmation laws of the Borrower (if required)United States of America or of any State thereof. If the Administrative Agent has resigned and no successor Administrative Agent has been appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning Administrative Agent, such resignation shall become effective and confirmed (if required) within 60 days, the Requisite Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and until such time, if any, as the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No Requisite Lenders appoint a successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bankas provided above. 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, Amended and Restated Receivables Funding and Administration Agreement privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness earlier of the resignation acceptance of any appointment as the Administrative Agent, Agent hereunder by a successor Administrative Agent or the effective date of the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency feesAgent’s resignation, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the Loan other Related Documents, except that any indemnity rights or other rights in favor of such resigning Administrative Agent shall continue. After the effectiveness of the resignation of an any resigning Administrative Agent’s resignation hereunder, the provisions of this ARTICLE Article XI shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder under this Agreement and under the other Loan Related Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days prior notice thereof to the Lenders and the Borrower, Lenders; provided that any such resignation in either case to be effective upon by Bank of America shall also constitute its resignation as L/C Issuer. If the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have appoint from among the right Lenders a successor administrative agent for the Lenders which successor administrative agent shall be consented to appoint upon by the confirmation Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower if such successor is shall not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agentbe unreasonably withheld or delayed). If no successor Administrative Agent shall have been so administrative agent is appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations prior to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, then the resigning Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and L/C Issuer and the respective terms "Administrative Agent" and "L/C Issuer" shall mean such successor Administrative Agent shall pro rate any agency feesadministrative agent and Letter of Credit issuer, and the resigning retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its terminated and the retiring L/C Issuer's rights, powers and duties and obligations hereunder and under as such shall be terminated, without any other or further act or deed on the Loan Documentspart of such retiring L/C Issuer or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession. After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Article IX and Sections 10.04 and 10.05 shall continue in effect for the inure to such Person's benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequired Lenders appoint a successor agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days' notice thereof to the Lenders and the Borrower, and the Administrative Agent may be removed by the Borrower upon 30 days' prior written notice to the Administrative Agent by the Borrower that a successor administrative agent has been approved by Required Lenders; provided that any such resignation in either by or removal of Bank of America shall also constitute its resignation or removal, as the case may be, as the Swing Line Lender; provided further that any Collateral held by the Administrative Agent will continue to be effective upon held by it until a Person shall have accepted the appointment of a successor Administrative Agent or, if no successor Agent. If the Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have appoint from among the right Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to appoint upon by the confirmation Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower if such successor is shall not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agentbe unreasonably withheld or delayed). If no successor Administrative Agent shall have been so administrative agent is appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations prior to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent shall pro rate any agency feesadministrative agent, and the resigning retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its terminated and Bank of America's duties and obligations hereunder and under as the Loan DocumentsSwing Line Lender shall be terminated, without any other or further act or deed on the part of such retiring Administrative Agent or Swing Line Lender or any other Lender, other than the obligation of the successor. After the effectiveness of the any retiring Administrative Agent's resignation of an or removal hereunder as Administrative Agent, the provisions of this ARTICLE XI Article IX and Sections 10.04 and 10.05 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting the Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as the 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 the Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequired Lenders appoint a successor agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as the Administrative Agent upon thirty (30) days’ notice thereof to the Lenders and the Borrower, Borrower Representative; provided that any such resignation in either case to be effective upon by Societe Generale shall also constitute its resignation as the appointment of a successor L/C Issuer. If the Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have appoint from among the right Lenders (or a financial institution or an Eligible Assignee, acceptable to appoint upon the confirmation of the Borrower if such Required Lenders) a successor is not a Lender, on behalf of the Borrower and administrative agent for the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any provided that such successor Administrative Agent shall be either a Lender bank or a other financial institution whose short term commercial bank (or a subsidiary thereof) having capital and retained earnings of paper rating from S&P is at least $500,000,000 that A1 or the equivalent thereof or from Mxxxx’x is generally in at least P1 or the business equivalent thereof at the time of making loans comparable such appointment. If no successor administrative agent is appointed prior to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Lenders, a successor administrative agent from among the Lenders (if such Lender agrees to act as Administrative Agent); provided, that unless an Event of Default has occurred and is continuing, the consent of the Borrower Representative to such successor administrative agent shall be required (such consent not to be unreasonably withheld 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 (and L/C Issuer, if applicable) and the respective terms “Administrative Agent” and (and “L/C Issuer”, if applicable) means such successor Administrative Agent shall pro rate any agency feesadministrative agent and Letter of Credit issuer, and the resigning retiring Administrative Agent Agent’s appointment, powers and duties in such capacities shall be discharged from terminated without any other further act or deed on its duties and obligations hereunder and under the Loan Documentsbehalf. After any retiring Administrative Agent’s resignation hereunder as the effectiveness of the resignation of an Administrative Agent, the provisions of this ARTICLE Article XI and Sections Section 12.04 and 12.05 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting the Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as the Administrative Agent by the date 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 Required Lenders shall perform all of the duties of the Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequired Lenders appoint a successor agent as provided for above.

Successor Administrative Agent. The Administrative Agent may may, and at the request of the Required Lenders shall, resign at any time by giving written as the Administrative Agent upon 30 days' notice thereof to the Lenders and Lenders. If the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have appoint from among the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, Lenders a successor Administrative AgentAgent for the Lender Parties which successor Administrative Agent shall be approved by the Borrower. If no successor Administrative Agent shall have been so is appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations prior to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor Administrative Agent from among the Lender Parties. Upon the acceptance of its appointment as successor Administrative Agent hereunder, such successor Administrative Agent shall succeed to all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent's appointment, powers and duties as the Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Article VII and Section 8.04 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting the Administrative Agent under this Agreement. If no successor Administrative Agent has accepted appointment as the successor Administrative Agent by the date which is 30 days following the retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lender Parties shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Notwithstanding the foregoing, however, ABN AMRO may not be removed as the Administrative Agent at the request of the Required Lenders unless ABN AMRO shall also simultaneously be replaced as "Issuing Bank" hereunder pursuant to documentation in form and under the other Loan Documentssubstance reasonably satisfactory to ABN AMRO.

Successor Administrative Agent. The Only if the Administrative Agent, in its individual capacity as a Lender, retains an amount of its Commitment of less than $20,000,000.00, the Administrative Agent may resign at any time by giving thirty (30) days' prior written notice thereof to the Lenders and the Borrower. The Required Lenders, such resignation in either case to be effective upon the appointment of a successor for good cause, may remove Administrative Agent orat any time by giving thirty (30) days' prior written notice to the Administrative Agent, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resignBorrower and the other Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent, which successor Administrative Agent shall, if such appointment is prior to the occurrence of an Event of Default which is continuing, be subject to the approval of the Borrower, which approval shall not be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders and accepted such appointment within forty-five thirty (30) days after the resigning retiring Administrative Agent's giving notice of its intention to resignresignation or the Required Lenders' giving notice of removal, as the case may be, then the resigning retiring Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required)Agent. If in such instance the retiring Administrative Agent has resigned and no appoints as the successor Administrative Agent has been appointed and confirmed (if required) within 60 daysa Lender, the Lenders such Lender shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until accept such successor Administrative Agent has accepted the appointment. Any Each such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings financial institution which meets the requirements of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bankan Eligible Assignee. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the retiring Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. After the effectiveness of the resignation of an any retiring Administrative Agent's resignation hereunder, the provisions of this ARTICLE XI Article 13 shall continue in effect for the its benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documentshereunder.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of whether or not a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right right, in consultation with the Borrower Parties (so long as no Event of Default is continuing), to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within forty-five 30 days after the resigning retiring Administrative Agent's ’s giving of notice of its intention to resignresignation, then the resigning retiring Administrative Agent may appointmay, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 daysAgent, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent which shall be deemed to be appointed hereunder until a bank with an office in New York, New York or an Affiliate of any such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be bank that, in either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that case, is generally regularly engaged in the business of making or owning commercial loans comparable similar to the Loans made under this Facilityor holding interests therein, except that if and is regularly engaged in the successor performance of administrative agency functions in respect of such loans. In any case, notwithstanding anything stated herein to the contrary, any such appointment of a Successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only be subject to the parent bankprior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the resigning or removed retiring Administrative Agent. Upon the effectiveness acceptance of the resignation of the appointment as Administrative Agent by a successor Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement (except for any liability to any Borrower Party first arising prior to such acceptance) and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder and as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After the effectiveness of the resignation of an Administrative Agent, the provisions of this ARTICLE XI shall continue in effect for the benefit of such The fees payable by Borrower to a successor Administrative Agent in respect of any actions taken or omitted shall be the same as those payable to be taken by it while it was acting as the Administrative Agent hereunder its predecessor unless otherwise agreed between Borrower and under the other Loan Documentssuch successor.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon thirty (30) days’ notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Parent. If Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have appoint from among the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, Lenders a successor Administrative Agentagent for Lenders. If no successor Administrative Agent shall have been so agent is appointed by prior to the Required Lenders within forty-five days after effective date of the resigning resignation of Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower after consulting with Lenders and the LendersParent, a successor agent from among Lenders. Upon the acceptance by the Lender so selected of its appointment as successor agent hereunder, such successor agent shall succeed to all of the rights, powers and duties of the retiring Administrative Agent upon and the confirmation term “Administrative Agent” as used herein and in the other Financing Agreements shall mean such successor agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of the Borrower (if required)this Section 12 shall inure to its benefit as to any actions taken or omitted by it while it was Administrative Agent under this Agreement. If the no successor agent has accepted appointment as Administrative Agent has resigned and no successor by the date which is thirty (30) days after the date of a retiring Administrative Agent has been appointed and confirmed (if required) within 60 daysAgent’s notice of resignation, the retiring Administrative Agent’s resignation shall nonetheless thereupon become effective and Lenders shall perform all of the duties of the Administrative Agent hereunder and until such time, if any, as the Borrower shall make all payments in respect of the Obligations to the applicable Lender and Required Lenders appoint a successor agent as provided for all other purposes shall deal directly with the Lendersabove. No successor Any resignation by Administrative Agent pursuant to this Section shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital also constitute its resignation as Issuing Bank and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bankSwing Line Lender. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a successor Administrative Agenthereunder, (a) such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon 185 retiring Issuing Bank and Swing Line Lender, (b) the effectiveness of the resignation of the Administrative Agent, the resigning Administrative Agent retiring Issuing Bank and the successor Administrative Agent shall pro rate any agency fees, and the resigning Administrative Agent Swing Line Lender shall be discharged from its all of their respective duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation of an Administrative Agent, the provisions of this ARTICLE XI shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan DocumentsFinancing Agreements, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving 30 days’ written notice thereof to the Lenders and the Borrower, such resignation in either case to Borrower and may be effective upon removed at any time with or without cause by the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resignRequired Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within forty-five 30 days after the resigning retiring Administrative Agent's ’s giving of notice of its intention to resignresignation or the Required Lenders’ removal of the retiring Administrative Agent, then the resigning retiring Administrative Agent may appointmay, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 daysAgent, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent which shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (organized under the laws of the United States or of any State thereof and having a subsidiary thereof) having combined capital and retained earnings surplus of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the retiring Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness If within 45 days after written notice is given of the resignation of an retiring Administrative Agent’s resignation or removal under this Section 7.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Administrative Agent’s resignation or removal shall become effective, (b) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent shall have become effective, the provisions of this ARTICLE XI Article VII shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documentsthis Agreement.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving ten (10) days' prior written notice thereof to the Lenders Borrower and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resignLenders. Upon any such notice of resignation, the Required Lenders shall have will, with the right to appoint upon the confirmation prior written consent of the Borrower if such successor is (which consent shall not a Lenderbe unreasonably withheld), on behalf of appoint from among the Borrower and the Lenders, Lenders a successor to the Administrative AgentAgent (PROVIDED that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing). If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within fortysuch ten-five days after the resigning Administrative Agent's giving notice of its intention to resignday period, then the resigning retiring Administrative Agent may appointmay, on behalf of the Borrower Lenders and after consulting with the Lenders and the LendersBorrower, appoint a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with from among the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the retiring Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan other Credit Documents. After the effectiveness of the any retiring Administrative Agent's resignation of an as Administrative Agent, the provisions of this ARTICLE XI Article shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent. If no successor to the Administrative Agent has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Loan DocumentsCredit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days’ notice thereof to the Lenders and the Borrower, ; provided that any such resignation in either case to be effective upon by Bank of America shall also constitute its resignation as L/C Issuer. If the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have appoint from among the right Lenders a successor administrative agent for the Lenders which successor administrative agent shall be subject to appoint upon the confirmation consent of the Borrower if such successor is not a Lender, on behalf at all times other than during the existence of an Event of Default (which consent of the Borrower and the Lenders, a successor Administrative Agentshall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so administrative agent is appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations prior to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, L/C Issuer and the resigning respective terms “Administrative Agent” and “L/C Issuer” shall mean such successor administrative agent and Letter of Credit issuer, as the case may be; and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its terminated and the retiring L/C Issuer’s and rights, powers and duties and obligations hereunder and under as such shall be terminated, without any other or further act or deed on the Loan Documents. After part of such retiring L/C Issuer or any other Lender, other than the effectiveness obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession] After any retiring Administrative Agent’s resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Article IX and Sections 10.04 and 10.05 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequired Lenders appoint a successor agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written give notice thereof of its resignation to Lenders and Borrower. Upon receipt of any such notice of resignation, Lead Lenders shall have the right, in consultation with Borrower (so long as no Event of Default exists), to appoint a successor Administrative Agent. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder and notice of such acceptance to the Lenders retiring Administrative Agent, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, the retiring Administrative Agent’s resignation shall become immediately effective and the Borrower, retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder and under the other Financing Documents (if such resignation was not already effective and such duties and obligations not already discharged, as provided below in either case to be effective upon this paragraph). Until such time as the appointment of Lead Lenders appoint a successor Administrative Agent oras provided for above in this Section 10.12, if no all payments, communications and determinations required to be made by, to or through Administrative Agent shall instead be made by or to each Lender directly. The fees payable by Borrower to a successor Administrative Agent has shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. If no such successor shall have been appointed, sixty so appointed by Lead Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, then the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, retiring Administrative Agent may on behalf of the Borrower and the Lenders, Lenders (but without any obligation) appoint a successor Administrative Agent. If no successor From and following the expiration of such thirty (30) day period, Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving exclusive right, upon one (1) Business Days’ notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required)to make its resignation effective immediately. If the Administrative Agent has resigned From and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon following the effectiveness of such notice, (i) the resignation of the Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsother Financing Documents and (ii) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each Lender directly, until such time as Lead Lenders appoint a successor Administrative Agent as provided for above in this paragraph. After the effectiveness of the resignation of an Administrative Agent, the The provisions of this ARTICLE XI Agreement shall continue in effect for the benefit of such any retiring Administrative Agent and its sub-agents after the effectiveness of its resignation hereunder and under the other Financing Documents in respect of any actions taken or omitted to be taken by it any of them while it the retiring Administrative Agent was acting or was continuing to act as the Administrative Agent. Any successor Administrative Agent hereunder and under shall provide the other Loan Documentsapplicable documentation described in Section 2.13(f)(iii) to Borrower on or prior to the date on which it becomes an Administrative Agent hereunder.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 10 days' notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 9(a) or Section 9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent has been appointed 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 confirmed (if required) within 60 days, the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder and until such time, if any, as the Required Lenders and, if applicable, the Borrower shall make all payments in respect appoint a successor agent as provided for above. The Syndication Agent and each of the Obligations Documentation Agents may, at any time, by notice to the applicable Lender Lenders and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, resign as Syndication Agent or Documentation Agent, as the resigning case may be, hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent or Documentation Agent, as the case may be, hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent or Documentation Agent, as the case may be, the Administrative Agent and the successor Administrative Agent shall pro rate or any agency fees, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan DocumentsLender. After the effectiveness of the any retiring Administrative Agent's resignation of an as Administrative Agent, the provisions of this ARTICLE XI Section 10 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder under this Agreement and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as the Administrative Agent upon ten (10) days’ notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon (or without any such resignation, notice if in connection with the Required Lenders shall have the right to appoint upon the confirmation consummation of the Borrower if such successor is not a Lender, on behalf purchase of certain of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if requiredObligations pursuant an intercreditor arrangement). If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders (or the Affiliates thereof) a successor administrative agent for the Lenders, which successor administrative agent shall (unless an Event of Default has resigned occurred and is continuing) be subject to the approval of the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent has been administrative agent is appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations prior to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Lenders, a successor administrative agent from among the Lenders (or the Affiliates thereof). Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor Administrative Agent shall pro rate any agency feesadministrative agent, and the resigning retiring Administrative Agent Agent’s appointment, powers and duties in such capacities shall be discharged from terminated without any other further act or deed on its duties and obligations hereunder and under the Loan Documentsbehalf. After any retiring Administrative Agent’s resignation hereunder as the effectiveness of the resignation of an Administrative Agent, the provisions of this ARTICLE XI Article 11 and Sections 12.04 and 12.05 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting the Administrative Agent under this Agreement or while it was actively engaged in transferring its rights and obligations as Administrative Agent to the successor administrative agent. If no successor administrative agent has accepted appointment as the Administrative Agent by the date ten (10) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall perform all of the duties of the Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequired Lenders appoint a successor administrative agent as provided for above. No Person may be removed from its capacity as Administrative Agent.

Successor Administrative Agent. The Administrative Agent may resign may, at any time time, resign by giving written notice thereof to the Lenders and the Borrower, (which such resignation shall then automatically include the resignation of each of its agents and sub-agents). Upon a request of the Required Lenders in either case to be effective upon writing, the appointment of a successor entity that is the Administrative Agent or, if no successor may be removed. If the Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns or is removed under a Loan Document, the Required Lenders shall have appoint from among the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, Lenders a successor Administrative Agent, which successor Administrative Agent, if other than a Lender, shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after Lenders, and shall have accepted such appointment prior to the effective date of the resignation of the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent shall have the right, after consulting with the Lenders and the Borrower, to appoint a successor Administrative Agent; provided such successor Administrative Agent is a Lender hereunder or a commercial bank organized under the laws of the United States and has a combined capital and surplus of at least $200,000,000. If no successor Administrative Agent is appointed prior to the effective date of the resignation of the resigning Administrative Agent, the resigning Administrative Agent may appoint, on behalf of after consulting with the Borrower Lenders and the LendersBorrower, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with from among the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agentsuccessor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the retiring Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation of as an Administrative Agent, as appropriate, under this Agreement and the other Loan Documents and the provisions of this ARTICLE XI Section 9.09 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting an Administrative Agent under this Agreement. Such retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums and items of Collateral held by it 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 75 Loan Agreement Agent under the Loan Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. If no successor Administrative Agent has accepted appointment as Administrative Agent within 30 days after the retiring Administrative Agent’s giving notice, of resignation or written notice by the Required Lenders of the removal of the retiring Administrative Agent, as applicable, the retiring Administrative Agent’s resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequired Lenders appoint a successor Administrative Agent as provided for above.

Successor Administrative Agent. The Administrative ------------------------------ Agent may resign may, and at any time by giving written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment request of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lendershall, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor resign as Administrative Agent upon 30 days' notice to the confirmation of the Borrower (if required)Lenders. If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 daysresigns under this Agreement, the Required Lenders shall perform all (with, so long as no Event of Default exists, the duties consent of the Administrative Agent hereunder and Company, which shall not be unreasonably withheld or delayed) shall appoint from among the Borrower shall make all payments in respect of the Obligations to the applicable Lender and Lenders a successor administrative agent for all other purposes shall deal directly with the Lenders. No If no successor Administrative Agent shall be deemed to be administrative agent is appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable prior to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning 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, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent shall pro rate any agency fees, administrative agent and the resigning retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Article X and --------- Sections 11.4 and 11.5 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to ------------- ---- any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent as provided for above. Notwithstanding the foregoing, however, BofA may not be removed as the Administrative Agent at the request of the Required Lenders unless BofA and any applicable Affiliate thereof shall also simultaneously be replaced as an "Issuing Lender" hereunder pursuant to documentation in form and under the other Loan Documents.substance reasonably satisfactory to BofA.

Successor Administrative Agent. The Administrative Agent may may, ------------------------------ and at the request of the Requisite Lenders shall, resign at any time by giving written as Administrative Agent upon reasonable notice thereof to the Lenders and the Borrower, such resignation in either case to be Borrower effective upon the acceptance of appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, by a successor Administrative Agent. If no successor the Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning resign as Administrative Agent may appointunder this Agreement, on behalf of the Borrower and Requisite Lenders shall appoint from among the Lenders, Lenders a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No , which successor Administrative Agent shall be deemed to approved by Borrower (and such approval shall not be appointed hereunder until such successor Administrative Agent has accepted the appointmentunreasonably withheld or delayed). Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the If no successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only appointed prior to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Lenders and Borrower, a successor Administrative Agent from among the Lenders. Upon the acceptance of its appointment as successor Administrative Agent hereunder, such successor Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Article 10, and Sections 11.3, ---------- ---- 11.11 and 11.22, shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted ----- ----- to be taken by it while it was acting Administrative Agent under this Agreement. Notwithstanding the foregoing, if (a) the Administrative Agent has not been paid its agency fees under Section 3.5 or has --- not been reimbursed for any expense reimbursable to it under Section 11.3, in ---- either case for a period of at least one (1) year and (b) no successor Administrative Agent has accepted appointment as Administrative Agent by the date which is thirty (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 the Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequisite Lenders appoint a successor Administrative Agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon reasonable notice thereof to the Lenders Banks and Borrower effective not earlier than thirty (30) days after such notice, upon acceptance of appointment by a successor Administrative Agent. The Requisite Banks may (with the Borrowerprior consent, such resignation in either case not to be effective upon unreasonably withheld or delayed, of Parent, unless an Event of Default shall have occurred and be continuing) remove the appointment Administrative Agent from its capacity as Administrative Agent in the event of the Administrative Agent's willful misconduct or gross negligence. If the Administrative Agent shall resign or be removed as Administrative Agent under this Agreement, the Requisite Banks shall appoint from among the Banks a successor Administrative Agent orfor the Banks, if no which successor Administrative Agent shall require approval by Parent so long as no Default or Event of Default has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any occurred and is continuing (and such resignation, the Required Lenders approval shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agentbe unreasonably withheld or delayed). If no successor Administrative Agent shall have been so is appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations prior to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Banks and, so long as no Default or Event of Default has occurred and is continuing, with the consent of Parent, a successor Administrative Agent from among the Banks. Upon the acceptance of its appointment as successor Administrative Agent hereunder, such successor Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent's resignation of an or removal hereunder as Administrative Agent, the provisions of this ARTICLE XI Article 10, and Sections 11.3, 11.11 and 11.22, shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. Notwithstanding the foregoing, if (a) the Administrative Agent has not been paid its administrative agency fees under the Fee Letter or has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one (1) year and (b) no successor Administrative Agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequisite Banks appoint a successor Administrative Agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days' notice thereof to the Lenders and the Borrower, Lenders; provided that any such resignation in either case to be effective upon by Wachovia shall also constitute its resignation as Swing Line Lender. If the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignationresigns under this Agreement, the Required Lenders shall have appoint from among the right Lenders a successor administrative agent for the Lenders, which successor administrative agent shall be consented to appoint upon by the confirmation Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower if such successor is shall not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agentbe unreasonably withheld or delayed). If no successor Administrative Agent shall have been so administrative agent is appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations prior to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness effective date of the resignation of the Administrative Agent, the resigning Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and Swing Line Lender and the respective terms "Administrative Agent" and "Swing Line Lender" shall mean such successor Administrative Agent shall pro rate any agency feesadministrative agent and swing line lender, and the resigning retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its terminated and the retiring Swing Line Lender's rights, powers and duties and obligations hereunder and under as such shall be terminated, without any other or further act or deed on the Loan Documentspart of such retiring Swing Line Lender or any other Lender. After the effectiveness of the any retiring Administrative Agent's resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Article IX and Sections 10.04 and 10.05 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder and under until such time, if any, as the other Loan DocumentsRequired Lenders appoint a successor agent as provided for above.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving not less than thirty (30) days' prior written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Requisite Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within forty-five thirty (30) days after the resigning Administrative Agent's giving notice of its intention to resignresignation, then the resigning Administrative Agent may appointmay, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent upon Agent, which shall be the confirmation Lender, if the Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the Borrower (if required)United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If the Administrative Agent has resigned and no successor Administrative Agent has been appointed pursuant to the foregoing by the 30th day after the date such notice of resignation was given by the resigning Administrative Agent, such resignation shall become effective and confirmed (if required) within 60 days, the Requisite Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and until such time, if any, as the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No Requisite Lenders appoint a successor Administrative Agent shall be deemed to be appointed hereunder until such as provided above. Any successor Administrative Agent has accepted appointed by the appointment. Any such successor Administrative Agent Requisite Lenders hereunder shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable subject to the Loans made under this Facility, except that if approval of the successor Administrative Agent is a subsidiary of a bankBorrower, such capital approval not to be unreasonably withheld or delayed; provided, however, that such approval shall not be required if an Event of Default shall have occurred and retained earnings requirement shall apply only to the parent bankbe continuing. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness earlier of the resignation acceptance of any appointment as the Administrative Agent, Agent hereunder by a successor Administrative Agent or the effective date of the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency feesAgent's resignation, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Administrative Agent shall continue. After the effectiveness of the resignation of an any resigning Administrative Agent's resignation hereunder, the provisions of this ARTICLE XI Section 10.7 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder under this Agreement and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lenders, the Borrower and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resigneach other. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent, which successor Administrative Agent shall, provided no Event of Default has occurred and is then continuing, be subject to Borrower's approval, which approval shall not be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders and approved by the Borrower, or, if so appointed, shall not have accepted such appointment within forty-five 30 days after the resigning retiring Administrative Agent's giving Agent gives notice of its intention to resignresignation, then the resigning retiring Administrative Agent may appointmay, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent, which shall be the Administrative Agent, who shall act until the Required Lenders shall appoint an Administrative Agent reasonably approved by Borrower. In any event, the retiring Administrative Agent shall continue to act as Administrative Agent until such time as a successor Administrative Agent upon shall have been so appointed by the confirmation of the Borrower (if required). If the Administrative Agent has resigned Required Lenders, approved by Borrower, and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the have assumed its duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bankhereunder. Upon the acceptance of any its appointment as the Administrative Agent hereunder by a successor Administrative Agent, Agent such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the retiring Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentshereunder. After the effectiveness of the resignation of an any retiring Administrative Agent's resignation hereunder, the provisions of this ARTICLE XI Article shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting the Administrative Agent. For gross negligence or willful misconduct, as determined by the Required Lenders (excluding for such determination Administrative Agent in its capacity as a Lender, as applicable), the Administrative Agent hereunder may be removed at any time by giving at least thirty (30) Business Days prior written notice to the Administrative Agent and under Borrower. Such resignation or removal shall take effect upon the other Loan Documentsacceptance of appointment by a successor Administrative Agent in accordance with the provisions of this Section 7.8.

Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of whether or not a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, (i) the Administrative Agent may appoint one of its Affiliates acting through an office in New York, New York as a successor Administrative Agent and (ii) if the Administrative Agent has not appointed one of its Affiliates acting through an office in New York, New York as a successor Administrative Agent pursuant to clause (i) above, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders Xxxxxxx, and shall have accepted such appointment, within forty-five thirty (30) days after the resigning retiring Administrative Agent's ’s giving of notice of its intention to resignresignation, then the resigning retiring Administrative Agent may appointmay, on behalf of the Borrower and Lenders s, 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, (other than if the LendersAdministrative Agent appoints one of its Affiliates acting through an office in New York, New York as a successor Administrative Agent upon pursuant to clause (i) above), such appointment shall be subject to the confirmation prior written approval of the Borrower (if requiredwhich approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the resigning or removed retiring Administrative Agent. Upon the effectiveness acceptance of the resignation of the appointment as Administrative Agent by a successor Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder and as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After the effectiveness of the resignation of an Administrative Agent, the provisions of this ARTICLE XI shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents.

Successor Administrative Agent. The Administrative Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resignRenRe. Upon any such resignationresignation of the Administrative Agent, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent, subject (so long as no Event of Default exists) to the consent of RenRe (which consent shall not be unreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment, within forty-five 30 days after the resigning retiring Administrative Agent's ’s giving of notice of its intention to resignresignation, then the resigning retiring Administrative Agent may appointmay, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 daysAgent, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent which shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (organized under the laws of the United States or of any State thereof and having a subsidiary thereof) having combined capital and retained earnings surplus of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the retiring Administrative Agent, the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency fees, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Credit Documents. After the effectiveness If within 45 days after written notice is given of the resignation of an retiring Administrative Agent’s resignation under this Section 8.6 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Agent’s resignation hereunder as Agent shall have become effective, the provisions of this ARTICLE XI Article VII shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Agent under this Agreement. If the Collateral Agent resigns at any time and no successor Collateral Agent has been appointed and agreed to serve as such, the Administrative Agent hereunder shall be the Collateral Agent. If the Syndication Agent, Documentation Agent or other named agent, other than the Administrative Agent or Collateral Agent, ceases to be a Lender hereunder, it shall be deemed to have resigned as such agent and under the other Loan Documentsno replacement shall be appointed.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written as Administrative Agent upon 10 days’ notice thereof to the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 9(a) or Section 9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent has been appointed by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and confirmed (if required) within 60 days, the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder and until such time, if any, as the Required Lenders and, if applicable, the Borrower shall make all payments in respect of the Obligations appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the applicable Lender Lenders and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent 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, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, resign as Syndication Agent hereunder, whereupon the resigning duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent and the successor Administrative Agent shall pro rate or any agency fees, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan DocumentsLender. After the effectiveness of the any retiring Administrative Agent’s resignation of an as Administrative Agent, the provisions of this ARTICLE XI Section 10 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder under this Agreement and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may may, and at the request of Requisite Lenders shall, resign at any time by giving written as Administrative Agent upon 30 days’ notice thereof to the Lenders. If Administrative Agent resigns under this Agreement, Requisite Lenders and the Borrower, such resignation in either case to be effective upon the appointment of shall appoint from among Lenders a successor Administrative Agent or, if no administrative agent for Lenders which successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders administrative agent shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative Agentbe approved by Borrower. If no successor Administrative Agent shall have been so administrative agent is appointed by prior to the Required Lenders within forty-five days after effective date of the resigning resignation of Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the after consulting with Lenders and Borrower and the Lendersupon approval of Borrower (other than at any time as there exists an Event of Default) which will not be unreasonably withheld, a successor Administrative Agent upon the confirmation of the Borrower (if required). If the Administrative Agent has resigned and no successor Administrative Agent has been appointed and confirmed (if required) within 60 days, the Lenders shall perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the administrative agent from among Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentadministrative agent hereunder, such successor Administrative Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning retiring Administrative Agent and the term “Administrative Agent” shall mean such successor Administrative Agent shall pro rate any agency fees, administrative agent and the resigning retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documentsterminated. After the effectiveness of the any retiring Administrative Agent’s resignation of an hereunder as Administrative Agent, the provisions of this ARTICLE XI Section 9 and Sections 10.03 and 10.11 shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent (whether due to absence of Borrower approval or otherwise) 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 Lenders shall perform all of the duties of Administrative Agent hereunder until such time, if any, as Requisite Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, however, KeyBank may not be removed as Administrative Agent at the request of Requisite Lenders unless KeyBank shall also simultaneously be replaced as “Issuing Lender” hereunder pursuant to documentation in form and under the other Loan Documentssubstance reasonably satisfactory to KeyBank.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving not less than thirty (30) days’ prior written notice thereof to each of the Lenders and the Borrower, such resignation in either case to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, the Required Requisite Lenders shall have the right to appoint upon the confirmation of the Borrower if such successor is not a Lender, on behalf of the Borrower and the Lenders, a successor Administrative AgentAgent that meets the qualifications of an assignee of a Lender hereunder; provided, that, so long as no Termination Event or an Incipient Termination Event shall have occurred and be continuing, such successor Administrative Agent shall require the approval by the Borrower, which approval shall not be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within forty-five 30 days after the resigning the Administrative Agent's ’s giving notice of its intention to resignresignation, then the resigning Administrative Agent may appointmay, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent upon Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution which commercial bank or financial institution is organized under the confirmation laws of the Borrower (if required)United States of America or of any State thereof which has a long-term debt rating from S&P of “A–” or better and Xxxxx’x of “A3” or better and has a combined capital and surplus of at least $300,000,000. If the Administrative Agent has resigned and no successor Administrative Agent has been appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning Administrative Agent, such resignation shall become effective and confirmed (if required) within 60 days, the Requisite Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and until such time, if any, as the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No Requisite Lenders appoint a successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be either a Lender or a commercial bank (or a subsidiary thereof) having capital and retained earnings of at least $500,000,000 that is generally in the business of making loans comparable to the Loans made under this Facility, except that if the successor Administrative Agent is a subsidiary of a bank, such capital and retained earnings requirement shall apply only to the parent bankas provided above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness earlier of the resignation acceptance of any appointment as the Administrative Agent, Agent hereunder by a successor Administrative Agent or the effective date of the resigning Administrative Agent and the successor Administrative Agent shall pro rate any agency feesAgent’s resignation, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder under this Agreement and under the Loan other Related Documents, except that any indemnity rights or other rights in favor of such resigning Administrative Agent shall continue. After the effectiveness of the resignation of an any resigning Administrative Agent’s resignation hereunder, the provisions of this ARTICLE Article XI shall continue in effect for the inure to its benefit of such Administrative Agent in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder under this Agreement and under the other Loan Related Documents.