Common use of Successor Agent Clause in Contracts

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns as the 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 a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Agent may may, at any time, resign as Administrative Agent upon ten days’ 20 days written notice to the Lenders and the BorrowerLenders. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the LendersAdministrative Agent, which successor agent shall (unless be reasonably acceptable to the Borrower; provided that the Borrower shall have no right to approve such successor during the existence and continuation of a Specified Default or Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term LoansDefault. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint shall select a successor Administrative Agent which Agent; provided such successor is an Eligible Assignee (or if no Eligible Assignee shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent have been so appointed by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effectiveAgent and shall have accepted such appointment, and then the Required Lenders will thereafter shall perform all obligations of the duties of such retiring Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default Agent shall have occurred been appointed and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayedhave accepted such appointment as provided for above). After Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent’s resignation , and the retiring Administrative Agent shall be discharged from its duties and obligations as an Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 9.09 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement and the other Loan DocumentsCredit Agreement.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time give notice of its resignation to the Lenders and the Borrower. If the Administrative Agent resigns as the 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 a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval resignation shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to effective until the rights, powers and duties time at which the majority of the Administrative AgentLenders have delivered to Agent their written consent to such resignation. Upon receipt of any such notice of resignation, and the reference Lenders shall have the right, in consultation with Borrower, to the resigning Administrative Agent means such successor agent effective upon such appointment and approvalappoint a successor, and the former Administrative Agent’s rights, powers and duties as Agent which shall be terminateda financial institution with an office in the State of California, without or an Affiliate of any other or further act or deed on such bank with an office in the part State of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term LoansCalifornia. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the retiring Administrative Agent gives notice has received the written consent of its the majority of the Lenders to such resignation, then the retiring Administrative Agent may, may on behalf of the Lenders, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that in no event shall any such successor Agent be a Defaulting Lender and provided further that if the retiring Agent shall notify Borrower and Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be a bank with an office discharged from its duties and obligations hereunder and under the other Loan Documents (except that in New York, New York, or an Affiliate the case of any such bank. If no successor agent has accepted appointment as Administrative collateral security held by Agent by on behalf of the date that is ten days following a retiring Administrative Agent’s notice Lenders under any of resignationthe Loan Documents, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of Agent shall continue to hold such Administrative Agent hereunder and/or under any other Loan Document collateral security until such timetime as a successor Agent is appointed and such collateral security is assigned to such successor Agent) and (2) all payments, if anycommunications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 10.9. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, which and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall if not be unreasonably withheld or delayedalready discharged therefrom as provided above in this Section 10.9). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After any the retiring Administrative Agent’s resignation as Administrative Agenthereunder and under the other Loan Documents, the provisions of this Section 9.09 10 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Indemnified Persons in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was Administrative Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns as the 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 a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayeddelayed if such successor is a commercial bank with a combined capital and surplus of at least $5.0 billion, and otherwise may be withheld in the Borrower’s sole discretion), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such retiring Administrative Agent hereunder and/or under any other Loan Document until such timeshall, if anyon behalf of the Lenders and the Issuing Banks, as the Required Lenders appoint a successor Administrative Agent, agent which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Borrower shall have no obligation to pay any annual fee to any successor that is greater than or in addition to the annual fees payable to the Administrative Agent as in effect on the First Restatement Effective Date.

Successor Agent. The Any Agent may, at any time, resign upon twenty (20) days written notice to the Lenders, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent may resign as with another financial institution (even if the Administrative Agent upon ten daysis not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Credit Parties, which consent may be granted or withheld in the Credit Parties’ notice sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Credit Parties (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the BorrowerCredit Parties, a successor Agent from any of the Lenders. If Upon the Administrative acceptance of its appointment as successor agent ▇▇▇▇▇▇▇▇▇, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent resigns shall be discharged from its duties and obligations as the Administrative Agent under this Credit 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 a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9.09 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative an Agent under this Agreement Credit Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by HSBC as Administrative Agent pursuant to this Section 11.9 shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan DocumentsDocuments after giving effect to clause (c) below, and (c) as a condition to becoming the Letter of Credit Issuer, the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving written notice thereof to the Lenders and the Borrower. If Company, such resignation to be effective upon the appointment of a successor Administrative Agent resigns as the or, if no successor Administrative Agent under this Agreement and the other Loan Documentshas been appointed, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 forty-five days after the retiring Administrative Agent gives notice of its resignation, then the retiring intention to resign. The Administrative Agent maymay be removed at any time with or without 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; provided that the Administrative Agent may not be removed unless the Administrative Agent (in its individual capacity) and any affiliate thereof acting as an Issuer is relieved of all of its duties as an Issuer pursuant to documentation reasonably satisfactory to such Person on or prior to the date of such removal. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, 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 thirty days after the resigning Agent’s giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of any Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankhereunder. If the Administrative Agent has resigned or been removed and no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignationhas been appointed, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter may perform all the duties of such the Administrative Agent hereunder and/or under any and the Borrowers shall make all payments in respect of the Obligations to the applicable Lender and for all other Loan Document purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such time, if any, successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as the Required Lenders appoint Administrative Agent hereunder by a successor Administrative Agent, which such successor Administrative Agent shall (unless a Specified Event thereupon succeed to and become vested with all the rights, powers, privileges and duties of Default the resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, the resigning or removed Administrative Agent shall have occurred be discharged from its duties and be continuing) be subject to approval by obligations hereunder and under the Borrower (which approval shall not be unreasonably withheld or delayed)Loan Documents. After any retiring Administrative Agent’s the effectiveness of the resignation as or removal of an Administrative Agent, the provisions of this Section 9.09 Article X shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreement and the other Loan Documents. In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten 30 days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall, with (so long as no Event of Default exists) the consent of Borrower (which shall not be unreasonably withheld or delayed), appoint from among the Lenders a successor agent for the Lenders, which . If no successor agent shall is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and (unless a Specified so long as no Event of Default shall have occurred and be is then continuing) be subject to approval by ▇▇▇▇▇▇▇▇, a successor agent from among the Borrower (which approval shall not be unreasonably withheld or delayed)Lenders. Upon the acceptance of its appointment as successor agent ▇▇▇▇▇▇▇▇▇, whereupon such successor agent shall succeed to all the rights, powers and duties of the Administrative retiring Agent and the term “Agent” shall mean such successor agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative retiring Agent’s rightsappointment, powers and duties as Agent shall be terminated, without terminated (except for any other or further act or deed on the part of such former Administrative Agent or any of the parties indemnity payments owed to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative removed Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9.09 14 and Sections 15.5 and 15.16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the other Loan DocumentsLenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required ▇▇▇▇▇▇▇ appoint a successor agent as provided for above. If the Person serving as Agent is a Defaulting Lender pursuant to clause (c) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to Borrower and such Person remove such Person as Agent and, in consultation with ▇▇▇▇▇▇▇▇, 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), then such removal shall nonetheless become effective in accordance with such notice on such date.

Successor Agent. (a) The Administrative Agent may resign as the Administrative Agent upon ten thirty (30) days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified be consented to by the Borrower at all times other than during the existence of an Event of Default shall have occurred and be continuingunder Section 8.01(f) be subject to approval by (which consent of 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the 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 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 shall be terminated. After any the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Section 9.09 Article 9 and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement Agreement. If no successor agent has accepted appointment as the Administrative Agent 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 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. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. (b) Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.09 shall also constitute its resignation as an L/C Issuer and as Swing Line 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 and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder 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, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agent. (a) The Administrative Agent may resign as Administrative Agent upon ten days’ at any time give notice of its resignation to the Lenders and the Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon receipt of any such notice of resignation, then the Required Lenders shall have the right to appoint from among a successor, which shall be a Lender having an office in Toronto, Ontario or an Affiliate of any such Lender with an office in Toronto. The Agent may also be removed at any time by the Required Lenders upon 30 days' notice to the Agent and the Borrower as long as the Required Lenders appoint and obtain the acceptance of a successor agent for the Lenderswithin such 30 days of such notice being given, which successor agent shall be a Lender having an office in Toronto or an Affiliate of any such Lender with an office in Toronto. (unless a Specified Event of Default shall have occurred and be continuingb) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon If no such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have has been so appointed by the Required Lenders ▇▇▇▇▇▇▇ and shall have has accepted such appointment within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders, Lenders appoint a successor Administrative Agent which meeting the qualifications specified in the immediately preceding paragraph, provided that if the Agent notifies the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be a bank with an office in New York, New York, or an Affiliate of discharged from its duties and obligations hereunder and under the other Loan Documents (except that the retiring Agent shall continue to hold the Guarantees and any such bank. If no successor agent has accepted appointment as Administrative Agent security held by the date that is ten days following a retiring Administrative Agent’s notice Agent on behalf of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such timetime as a successor Agent is appointed) and (b) all payments, if anycommunications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for in the preceding paragraph. (c) Upon a successor's appointment as Agent ▇▇▇▇▇▇▇▇▇, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the former Agent, which and the former Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval if not already discharged therefrom as provided in the preceding paragraph). The fees payable by the Borrower (which approval to a successor Agent shall not be unreasonably withheld or delayed)the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. The Borrower shall pay all costs and expenses associated with the appointment of a successor Agent, including fees and disbursements of the Lenders' legal counsel. After any retiring Administrative Agent’s resignation as Administrative the termination of the service of the former Agent, the provisions of this Article 10 and of Section 9.09 13.7 shall inure to continue in effect for the benefit of the former Agent, its benefit as to sub- agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the former Agent was Administrative Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ notice to the Lenders and the Borrower. Any such resignation by the Administrative Agent hereunder shall also constitute its resignation as an Issuing Bank and the Swingline Lender, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and (y) shall maintain all of its rights as Issuing Bank or Swingline Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swingline Loans made by it, prior to the date of such resignation. If the Administrative Agent resigns as the 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 a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such retiring Administrative Agent hereunder and/or under any other Loan Document until such timeshall, if any, as on behalf of the Required Lenders and the Issuing Bank appoint a successor Administrative Agent, agent which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving notice thereof to the Lenders Banks and the Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders Banks shall have the right to appoint from among the Lenders a successor agent for the LendersAdministrative Agent, which successor agent shall (unless a Specified Administrative Agent shall, provided no Event of Default shall have has occurred and be is then continuing) , be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders Banks and approved by the Borrower, and shall have accepted such appointment appointment, within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent maymay (but shall not be required to), on behalf of the LendersBanks, appoint a successor Administrative Agent which shall be the Administrative Agent, who shall act until the Required Banks shall appoint an Administrative Agent. Any appointment of a bank with an office in New Yorksuccessor Administrative Agent by Required Banks or the retiring Administrative Agent, New Yorkpursuant to the preceding sentence shall, provided no Event of Default has occurred and is then continuing, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or an Affiliate of any such bankdelayed. If no successor agent Administrative Agent has accepted appointment as Administrative Agent by the date that is ten 10 days following a retiring Administrative Agent’s notice of resignationresignation (and no successor agent has been appointed as successor Administrative Agent by the retiring Administrative Agent), the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, and the Required Lenders will thereafter Banks shall assume and perform all of the duties of such the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders Banks appoint a successor agent as provided for above. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor Administrative Agent, which such successor Administrative Agent shall (unless a Specified Event thereupon succeed to and become vested with all the rights and duties of Default the retiring Administrative Agent and the retiring Administrative Agent, shall have occurred be discharged from its duties and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)obligations hereunder. After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Section 9.09 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent under in accordance with the provisions of this Agreement and the other Loan DocumentsSection 7.8.

Successor Agent. The Subject to the terms of this paragraph, the Administrative Agent may resign at any time from its capacity as such. In connection with such resignation, the Administrative Agent upon ten days’ shall give notice of its intent to resign to the Lenders and the Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon receipt of any such notice of resignation, then the Required Lenders shall have the right, in consultation with the Borrower, to appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loanssuccessor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the retiring Administrative Agent gives notice of its resignationintent to resign, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the date that is ten days following a rights, powers, privileges and duties of the retiring Administrative Agent’s , and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of resignationits intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Credit Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Credit Parties and, in the case of any Collateral in the possession of the Administrative Agent’s resignation will nevertheless thereupon become effective, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any farther action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders will thereafter perform shall succeed to and become vested with all the rights, powers, privileges and duties of such the retiring Administrative Agent Agent, provided, further that (i) all payments required to be made hereunder and/or or under any other Loan Document until to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such time, if any, as Person and (ii) all notices and other communications required or contemplated to be given or made to the Required Lenders appoint a successor Administrative Agent, which Agent shall (unless a Specified Event also directly be given or made to each Lender. Following the effectiveness of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation from its capacity as Administrative Agentsuch, the provisions of this Article and Section 9.09 10.07, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent and in respect of the matters referred to in the proviso under this Agreement and the other Loan Documentsclause (a) above.

Successor Agent. The Administrative Agent may may, at any time resign as Administrative Agent upon ten 20 days’ prior written notice to the Lenders and the Borrower. If the Administrative Agent resigns shall resign as the Administrative Agent under this Agreement and the other Loan Credit Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified be approved by the Borrower except if an Event of Default shall have under Section 11.1 or Section 11.5 has occurred and be continuing) be subject to approval by the Borrower is continuing (which approval shall not be unreasonably withheld or delayedwithheld), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning term “Administrative Agent means Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If (i) the Borrower withholds its consent to the appointment of any successor Administrative Agent as permitted hereunder or (ii) the Administrative Agent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall have been so appointed by the Required Lenders nonetheless become effective in accordance with such notice, and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice shall be discharged from its duties and obligations hereunder and under the other Credit Documents and the Required Lenders may perform the duties of its resignationthe resigning Administrative Agent (except that in the case of any Collateral held by the Administrative Agent on behalf of the Secured Parties under any of the Credit Documents, then the retiring Administrative Agent may, on behalf of the Lenders, appoint may continue to hold such Collateral until such time as a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any is appointed and such bank. If no Collateral is assigned to such successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, and the retiring Administrative Agent’s resignation will nevertheless thereupon become effectiveAgent may elect to distribute notices or payments to the Lenders, and in which case it shall remain entitled to the Required Lenders will thereafter perform all the duties benefits of this Section 12 for so long as it is acting in any such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayedmanner). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Credit Documents.

Successor Agent. The Administrative Agent may resign as an Administrative Agent upon ten 30 days’ prior written notice to the Lenders Lenders, the Issuing ▇▇▇▇▇▇ and the Borrower. If the Administrative Agent resigns becomes a Defaulting Lender or is in material breach of its obligations under the Loan Documents as the Administrative Agent, then the Administrative Agent may be removed as the Administrative Agent at the reasonable request of the Borrower and the Required Lenders. If the Administrative Agent shall resign or be removed as the Administrative Agent under this Agreement and the other Loan Documents, then (a) the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders within 30 days, or (b) in the case of a resignation, the Administrative Agent may, on behalf of the Lenders, which appoint a successor agent Administrative Agent selected from among the Lenders. In either case, the successor shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval approved by the Borrower (which approval shall not be unreasonably withheld and shall not be required if an Event of Default under Section 12.1 or delayed12.5 shall have occurred and be continuing), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning term “Administrative Agent means Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as an Administrative Agent shall be terminated, 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 Lenders or other holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that which is ten 30 days following a the retiring Administrative Agent’s and/or Administrative Agent’s notice of resignation, as the case may be, (x) the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, effective and the Required Lenders will thereafter shall perform all of the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders ▇▇▇▇▇▇▇ appoint a successor Administrative Agent, which shall as provided for above and (unless a Specified Event of Default shall have occurred and be continuingy) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation shall nevertheless thereupon become effective at such time as a successor Administrative Agent shall have been appointed, and such successor Administrative Agent shall have accepted such appointment, in accordance with the terms of this Section 13.11 and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary, appropriate, or desirable, or as the Required Lenders may reasonably request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents. After any retiring or removed Administrative Agent’s and/or the Administrative Agent’s resignation or removal as an Administrative Agent, the provisions of this Section 9.09 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving notice thereof to the Lenders Banks and the Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders Banks shall have the right to appoint from among the Lenders a successor agent for the LendersAdministrative Agent, which successor agent shall (unless a Specified Administrative Agent shall, provided no Event of Default shall have has occurred and be is then continuing) , be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders Banks and approved by the Borrower, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent maymay (but shall not be required to), on behalf of the LendersBanks, appoint a successor Administrative Agent which shall be the Administrative Agent, who shall act until the Required Banks shall appoint an Administrative Agent. Any appointment of a bank with an office in New Yorksuccessor Administrative Agent by Required Banks or the retiring Administrative Agent, New Yorkpursuant to the preceding sentence shall, provided no Event of Default has occurred and is then continuing, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or an Affiliate of any such bankdelayed. If no successor agent Administrative Agent has accepted appointment as Administrative Agent by the date that is ten 30 days following a retiring Administrative Agent’s notice of resignationresignation (and no successor agent has been appointed as successor Administrative Agent by the retiring Administrative Agent), the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, and the Required Lenders will thereafter Banks shall assume and perform all of the duties of such the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders Banks appoint a successor agent as provided for above. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor Administrative Agent, which such successor Administrative Agent shall (unless a Specified Event thereupon succeed to and become vested with all the rights and duties of Default the retiring Administrative Agent and the retiring Administrative Agent, shall have occurred be discharged from its duties and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)obligations hereunder. After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Section 9.09 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent under in accordance with the provisions of this Agreement and the other Loan DocumentsSection 7.8.

Successor Agent. The (a) Subject to the terms of this Section 13.7, the Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving written notice thereof to the Lenders and the BorrowerCompany. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which selected from among the Lenders. In either case, such appointment shall be a bank with subject to the prior written approval of the Company (which approval may not be unreasonably withheld or delayed and shall not be required upon the occurrence and during the continuance of an office in New York, New York, or an Affiliate Event of Default). Upon the acceptance of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which such successor Administrative Agent shall (unless a Specified Event succeed to, and become vested with, all the rights, powers, privileges and duties of Default the retiring Administrative Agent, and the retiring Administrative Agent shall have occurred be discharged from its duties and be continuing) be subject obligations under this Agreement and the other Loan Documents. Prior to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Section 9.09 shall inure to its benefit Article XIII as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. If no Lender has accepted appointment as a successor Administrative Agent within 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 assume and perform all of the duties of the retiring Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The resignation and removal of the Collateral Agent shall be governed by the Intercreditor Agreement. (b) Any resignation pursuant to this Section 13.7 by a Person acting as Administrative Agent shall, unless such Person shall notify the Company and the Lenders otherwise, also act to relieve such Person and its affiliates of any obligation to advance or issue new, or extend existing, Swing Line Loans or Letters of Credit where such advance, issuance or extension is to occur on or after the effective date of such resignation. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and Swing Line Lender, (ii) the retiring Issuing Lender and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, (iii) the successor Swing Line Lender shall enter into an Assignment and Assumption and acquire from the retiring Swing Line Lender each outstanding Swing Line Loan of such retiring Swing Line Lender for a purchase price equal to par plus accrued interest and (iv) the successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit. (c) In addition to the foregoing, if a Multi-Currency Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, any Issuing Lender and/or any Swing Line Lender may, upon prior written notice to the Company and the Administrative Agent, resign as Issuing Lender or Swing Line Lender, respectively, effective at the close of business New York time on a date specified in such notice (which date may not be less than 30 days after the date of such notice); provided that such resignation by any such Issuing Lender will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of any Borrower or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to such Issuing Lender; and provided further, that such resignation by any such Swing Line Lender will have no effect on its rights in respect of any outstanding Swing Line Loans or on the obligations of any Borrower or any Lender under this Agreement with respect to any such outstanding Swing Line Loan.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving written notice thereof to the Lenders and the Borrower. If Company, such resignation to be effective upon the appointment of a successor Administrative Agent resigns as the or, if no successor Administrative Agent under this Agreement and the other Loan Documentshas been appointed, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 forty-five days after the retiring Administrative Agent gives notice of its resignationintention to resign. The Administrative Agent may be removed at any time with or without cause by written notice received by the Administrative Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders; provided that the Administrative Agent may not be removed unless the Administrative Agent (in its individual capacity) and any Affiliate thereof acting as an Issuer is relieved of all of its duties as an Issuer pursuant to documentation reasonably satisfactory to such Person on or prior to the date of such removal. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, in consultation with the Company and, so long as no Default is then continuing, subject to the consent of the Company (such consent not to be unreasonably withheld or delayed) a successor Administrative Agent on behalf of the Borrower and the Lenders. If no successor Administrative Agent shall have been so appointed by the Required Lenders within thirty days after the resigning Administrative Agent’s giving notice of its intention to resign, then the retiring resigning Administrative Agent maymay appoint, on behalf of the Borrowers and the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAgent. If the Administrative Agent has resigned or been removed and no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignationhas been appointed, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter may perform all the duties of such the Administrative Agent hereunder and/or under any and the Borrowers shall make all payments in respect of the Obligations to the applicable Lender and for all other Loan Document purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such time, if any, successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as the Required Lenders appoint Administrative Agent hereunder by a successor Administrative Agent, which such successor Administrative Agent shall (unless a Specified Event thereupon succeed to and become vested with all the rights, powers, privileges and duties of Default the resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, the resigning or removed Administrative Agent shall have occurred be discharged from its duties and be continuing) be subject to approval obligations hereunder and under the Loan Documents. The fees payable by the Borrower (which approval Company to a successor Administrative Agent shall not be unreasonably withheld or delayed)the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After any retiring Administrative Agent’s the effectiveness of the resignation as or removal of an Administrative Agent, the provisions of this Section 9.09 Article X shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreement and the other Loan Documents. In the event that there is a successor to the Administrative Agent by merger, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns as the 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 a Specified Event of Default 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 reference to the resigning Administrative Agent means shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such retiring Administrative Agent hereunder and/or under any other Loan Document until such timeshall, if anyon behalf of the Lenders, as the Required Lenders appoint a successor Administrative Agent, agent which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving notice thereof to the Lenders and the Borrower. If the Loan Parties, and Administrative Agent resigns as shall resign in the event the outstanding principal amount of its Loans is reduced to less than the outstanding principal amount of the Loans of any other Lender. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor 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 Administrative Agent shall (unless a Specified be subject to Prologis’ approval, provided no Guarantor Event of Default shall have has occurred and be is then 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Majority Lenders and approved by Prologis, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent Agent, which shall be Administrative Agent and shall act until the Majority Lenders shall appoint an Administrative Agent. Any appointment of a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, Majority Lenders or the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and Agent pursuant to the Required Lenders will thereafter perform all preceding sentence shall be subject to the duties approval of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Prologis provided no Guarantor Event of Default shall have has occurred and be is then continuing) be subject to approval by the Borrower (, which approval shall not be unreasonably withheld or delayed). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Section 9.09 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. For gross negligence or willful misconduct, as determined by all the Lenders (excluding for such determination Administrative Agent under in its capacity as a Lender, as applicable), Administrative Agent may be removed at any time by giving at least 30 Business Days’ prior written notice to Administrative Agent and Borrower. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent in accordance with the provisions of this Agreement and the other Loan DocumentsSection 7.8.

Successor Agent. The Any Agent may, at any time, resign upon twenty (20) days written notice to the Lenders, the Letter of Credit Issuer and the Borrower Parties, provided, however, that except (a) in the case of a merger by the Administrative Agent may resign as with another financial institution (even if the Administrative Agent upon ten daysis not the surviving entity), (b) in the event that such resignation is required for regulatory reasons as determined in good faith by the Administrative Agent, or (c) during the continuance of an Event of Default, any resignation by the Administrative Agent shall require the prior written consent of the Borrowers, which consent may be granted or withheld in the Borrowers’ notice sole discretion, and the appointment of any successor Administrative Agent shall require the prior written approval of the Borrowers (such approval not to be unreasonably withheld or delayed) and the Required Lenders. If no successor agent is appointed prior to the effective date of the resignation of the applicable Agent, then the retiring Agent may appoint, after consulting with the Lenders and the BorrowerBorrowers, a successor Agent from any of the Lenders. If Upon the Administrative acceptance of its appointment as successor agent hereunder, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and shall assume the duties and obligations of such retiring Agent, and the retiring Agent resigns shall be discharged from its duties and obligations as the Administrative Agent under this Credit 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 a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9.09 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative an Agent under this Agreement Credit Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the applicable Lenders appoint a successor agent as provided for above. Notwithstanding anything in this Section 11.9 to the contrary, any Agent may subcontract certain of its duties hereunder to a third party so long as the applicable Agent remains primarily liable for the performance of its applicable obligations hereunder. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agent. The Subject to the terms of this Section 13.7, the Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving written notice thereof to the Lenders and the BorrowerCompany. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which selected from among the Lenders. In either case, such appointment shall be a bank with subject to the prior written approval of the Company (which approval may not be unreasonably withheld or delayed and shall not be required upon the occurrence and during the continuance of an office in New York, New York, or an Affiliate Event of Default). Upon the acceptance of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which such successor Administrative Agent shall (unless a Specified Event succeed to, and become vested with, all the rights, powers, privileges and duties of Default the retiring Administrative Agent, and the retiring Administrative Agent shall have occurred be discharged from its duties and be continuing) be subject obligations under this Agreement and the other Loan Documents. Prior to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Section 9.09 shall inure to its benefit Article XIII as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. If no Lender has accepted appointment as a successor Administrative Agent within 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 assume and perform all of the duties of the retiring Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The resignation and removal of the Collateral Agent shall be governed by the Intercreditor Agreement.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving notice thereof to the Lenders and the Borrower. If the Loan Parties, and Administrative Agent resigns as shall resign in the event its Commitment (without participants) is reduced to less than the Commitment of any other Lender. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor 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 Administrative Agent shall (unless a Specified be subject to Fronting Lender’s approval and, provided no Guarantor Event of Default shall have has occurred and be is then continuing) , be subject to approval by the Borrower (Prologis’ approval, which approval (in both cases) 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Majority Lenders and approved by Prologis and the Fronting Lender, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent Agent, which shall be Administrative Agent who shall act until the Majority Lenders shall appoint an Administrative Agent. Any appointment of a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, Majority Lenders or the retiring Administrative Agent’s resignation will nevertheless thereupon become effectiveAgent pursuant to the preceding sentence shall be subject to the approval of the Fronting Lender approval and, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified provided no Guarantor Event of Default shall have has occurred and be is then continuing) be subject to approval by the Borrower (, Prologis’ approval, which approval (in either case) shall not be unreasonably withheld or delayed). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Section 9.09 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. For gross negligence or willful misconduct, as determined by all the Lenders (excluding for such determination Administrative Agent under in its capacity as a Lender, as applicable), or if Administrative Agent becomes a Defaulting Lender (as determined by the Majority Lenders other than Administrative Agent in its capacity as a Lender, and Prologis), Administrative Agent may be removed at any time by giving at least 30 Business Days’ prior written notice to Administrative Agent and Prologis. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent in accordance with the provisions of this Agreement and the other Loan DocumentsSection 7.8.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten at any time by giving 30 days’ prior written notice thereof to the Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation or removal, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the LendersAdministrative Agent, which successor agent shall (unless a Specified appointment shall, provided that no Default or Event of Default shall have occurred and be continuing) , be subject to approval by the Borrower (which approval shall consent of the Borrower, such consent not to be unreasonably withheld withheld, conditioned or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent Agent, which shall be a commercial bank with an office in New Yorkorganized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, New Yorkand upon the execution and filing or recording of such financing statements, or an Affiliate amendments thereto and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of any the Liens granted or purported to be granted by this Agreement, such bank. If no successor agent has accepted appointment as Administrative Agent by shall succeed to and become vested with all the date that is ten days following a rights, powers, discretion, privileges and duties of the retiring Administrative Agent’s , and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon 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 will shall thereafter perform all the duties of such the retiring Administrative Agent hereunder and/or under any other the Loan Document Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as the Administrative AgentAgent shall have become effective, the provisions of this Section 9.09 Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement and the other Loan DocumentsAgreement.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten thirty days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns as the 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 a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders ▇▇▇▇▇▇▇ will thereafter perform all the duties of such Administrative Agent hereunder and/or or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten 30 days’ written notice to the Lenders and the Borrower; provided that any such resignation by Bank of America shall also constitute its resignation as Agent in its capacity of issuer of Letters of Credit. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent Agent for the Lenders, which successor agent Agent shall (unless be consented to by Borrower at all times other than during the existence of a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of Borrower shall not be unreasonably withheld or delayed). If no successor Agent is appointed prior to the effective date of the resignation of Agent, whereupon Agent may appoint, after consulting with Lenders and Borrower, a successor Agent from among Lenders. Upon the acceptance of its appointment as successor Agent hereunder, the Person acting as such successor agent Agent shall succeed to all the rights, powers and duties of the Administrative Agent, retiring Agent (including those in its capacity as issuer of Letters of Credit) and the reference to the resigning Administrative Agent means term “Agent” shall mean such successor agent effective upon Agent in all such appointment and approval, capacities and the former Administrative retiring Agent’s rightsappointment, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative retiring Agent or any other Lender, other than the obligation of the parties successor Agent to this Agreement or any holders issue letters of credit in substitution for the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice Letters of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such timeCredit, if any, as outstanding at the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event time of Default shall have occurred and be continuing) be subject such succession or to approval by make other arrangements satisfactory to the Borrower (which approval shall not be unreasonably withheld or delayed)retiring Agent to effectively assume the obligations of the retiring Agent with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9.09 Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and Lenders shall perform all of the other Loan Documentsduties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten thirty (30) days’ notice to the Lenders and the Administrative Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be subject to the approval of Administrative Borrower (unless a Specified such approval not to be unreasonably withheld, conditioned or delayed), so long as no Event of Default shall exist or have occurred and be continuing) be subject . If no successor agent is appointed prior to approval the effective date of the resignation of Agent, Agent may appoint, after consulting with Lenders and Administrative Borrower, a successor agent from among Lenders. In the event that no Lender accepts such designation, Agent may appoint a commercial bank that is organized under the laws of the United States of America or any state or district thereof, has a combined capital surplus of at least $200,000,000 and so long as no Event of Default exists or has occurred and is continuing, is acceptable to Administrative Borrower. Upon the acceptance by the Borrower (which approval shall not be unreasonably withheld or delayed)Lender so selected of its appointment as successor agent hereunder, whereupon such successor agent shall succeed to all of the rights, powers and duties of the Administrative Agent, retiring Agent and the reference to term “Agent” as used herein and in the resigning Administrative Agent means other Financing Agreements shall mean such successor agent effective upon such appointment and approval, and the former Administrative retiring Agent’s rightsappointment, powers and duties as 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 . The fees payable by Borrowers to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New Yorkthe same as those payable to its predecessor unless otherwise agreed between Administrative Borrower and such successor. After any retiring Agent’s resignation hereunder as Agent, New York, the provisions of this Section 14 shall inure to its benefit as to any actions taken or an Affiliate of any such bankomitted by it while it was Agent under this Agreement. If no successor agent has accepted appointment as Administrative Agent by the date that which is ten thirty (30) days following after the date of a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless shall nonetheless thereupon become effective, effective and the Required Lenders will thereafter shall perform all of the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which agent as provided for above. Any resignation by Agent pursuant to this Section shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s also constitute its resignation as Administrative AgentIssuing Bank and Swing line Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the provisions rights, powers, privileges and duties of this Section 9.09 the retiring Issuing Bank and Swing Line Lender, (b) the retiring Issuing Bank and Swing Line Lender shall inure to its benefit as to any actions taken be discharged from all of their respective duties and obligations hereunder or omitted to be taken by it while it was Administrative Agent under this Agreement and 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 Agent. The (a) Subject to the terms of this paragraph, the Administrative Agent may resign at any time from its capacity as such. In connection with such resignation, the Administrative Agent upon ten days’ shall give notice of its intent to resign to the Lenders and the Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon receipt of any such notice of resignation, then the Required Lenders shall have the right, in consultation with the Borrower, to appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loansadministrative agent. If no successor administrative agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the retiring Administrative Agent gives notice of its resignationintent to resign, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the date that is ten days following a rights, powers, privileges and duties of the retiring Administrative Agent’s , and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. (b) Notwithstanding paragraph (a) of this ‎Section 11.06, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of resignationits intent to resign, the retiring Administrative Agent’s Agent may give notice of the effectiveness of its resignation will nevertheless thereupon become effectiveto the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Credit Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Credit Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders will thereafter perform shall succeed to and become vested with all the rights, powers, privileges and duties of such the retiring Administrative Agent Agent, provided, further that (i) all payments required to be made hereunder and/or or under any other Loan Document until to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such time, if any, as Person and (ii) all notices and other communications required or contemplated to be given or made to the Required Lenders appoint a successor Administrative Agent, which Agent shall (unless a Specified Event also directly be given or made to each Lender. Following the effectiveness of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation from its capacity as Administrative Agentsuch, the provisions of this Section 9.09 Article and ‎Section 10.07, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent and in respect of the matters referred to in the proviso under this Agreement and the other Loan Documentsclause ‎(a) above.

Successor Agent. The Either the Agent or the Co-Administrative Agent may may, and at the request of the Required Lenders shall, resign as Administrative Agent upon ten 30 days’ notice to the Lenders and the BorrowerLenders. If the Agent or the Co-Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent or co-administrative agent for the LendersLenders subject, which successor agent shall (unless a Specified so long as no Event of Default shall have has occurred and be is then continuing) be subject , to approval by the Borrower (consent of the Company, which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Agent or the Co-Administrative Agent, whereupon the Agent or the Co-Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent or co-administrative agent shall succeed to all the rights, powers and duties of the retiring Agent and the term “Agent” or “Co-Administrative Agent”, and the reference to the resigning Administrative Agent means as applicable, shall mean such successor agent effective upon such appointment and approval, and the former retiring Agent’s or Co-Administrative Agent’s rightsappointment, powers and duties as Agent shall be terminated, without . After any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring or Co-Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative hereunder as Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Co-Administrative Agent, the provisions of this Section 9.09 Article X and Sections 11.04 and 11.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent or Co-Administrative Agent under this Agreement Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s or Co-Administrative Agent’s notice of resignation, the retiring Agent’s or Co-Administrative Agent’s resignation shall nevertheless thereupon become effective and the other Loan DocumentsCo-Administrative Agent shall perform all of the duties of the Agent, or the Agent shall perform all of the duties of the Co-Administrative Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent or co-administrative agent as provided for above. Notwithstanding the foregoing, however, LaSalle may not be removed as the Co-Administrative Agent at the request of the Required Lenders unless LaSalle shall also simultaneously be replaced as an “Issuer” (if any letters of credit Issued by LaSalle are then outstanding) hereunder pursuant to documentation in form and substance reasonably satisfactory to LaSalle.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving notice thereof to the Lenders Banks and the Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders Banks shall have the right to appoint from among the Lenders a successor agent for the LendersAdministrative Agent, which successor agent shall (unless a Specified Administrative Agent shall; provided no Event of Default shall have has occurred and be is then continuing) , be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders Banks and approved by the Borrower, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent which shall be the Administrative Agent, who shall act until the Required Banks shall appoint an Administrative Agent. Any appointment of a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, Required Banks or the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and pursuant to the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified preceding sentence shall; provided no Event of Default shall have has occurred and be is then continuing) , be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed). Upon the acceptance of its 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 and duties of the retiring Administrative Agent and the retiring Administrative Agent, shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Section 9.09 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent. For gross negligence or willful misconduct, as determined by all the Banks (excluding for such determination the Administrative Agent, in its capacity as a Bank), the Administrative Agent under this Agreement may be removed at any time by giving at least thirty (30) Business Days’ prior written notice to the Administrative Agent and the other Loan DocumentsBorrower. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent in accordance with the provisions of this Section 7.8.

Successor Agent. The Subject to the appointment and acceptance of a successor to the Administrative Agent as provided in this paragraph, the Administrative Agent may resign as Administrative Agent upon ten days’ notice to at any time by notifying the Lenders Lenders, the Issuing Bank and the BorrowerBorrowers. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the Lenderssuccessor, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the consent of the Parent Borrower (which approval consent shall not be unreasonably withheld withheld); provided that the Parent Borrower’s consent shall not be required if a payment or delayed), whereupon such successor agent shall succeed to the rights, powers and duties bankruptcy Event of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term LoansDefault exists. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, 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, subject to the consent of the Parent Borrower (which consent shall not be unreasonably withheld); provided that the Parent Borrower’s consent shall not be required if a payment or bankruptcy Event of Default exists. If no successor agent has accepted Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the date that is ten days following a retiring Administrative Agent’s notice rights, powers, privileges and duties of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such retiring Administrative Agent shall be discharged from its duties and obligations hereunder and/or (other than with respect to its obligations under Section 10.12). The fees payable by any other Loan Document until such time, if any, as the Required Lenders appoint Borrower to a successor Administrative Agent, which Agent shall (be the same as those payable to its predecessor unless a Specified Event of Default shall have occurred otherwise agreed between the Borrowers and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)such successor. After any retiring the Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Article IX and Section 9.09 10.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent under this Agreement and the other Loan DocumentsAgent.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten thirty days’ notice to the Lenders and the Borrower. Any such resignation by the Administrative Agent hereunder shall also constitute its resignation as ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and an Issuing Bank, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights as Issuing Bank with respect to any Letters of Credit issued by it prior to the date of such resignation. If the Administrative Agent resigns as the 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 a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders ▇▇▇▇▇▇▇ will thereafter perform all the duties of such Administrative Agent hereunder and/or or under any other Loan Document until such time, if any, as the Required Lenders Lenders, Swingline Lender and the Issuing ▇▇▇▇▇ appoint a successor Administrative Agent, Agent which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Agent. The Subject to the appointment and acceptance of a successor the Administrative Agent as provided in this paragraph, the Administrative Agent may resign as Administrative Agent upon ten days’ notice to at any time by notifying the Lenders Lenders, the Issuing Banks and the Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right, in consultation with the Borrower, to appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loanssuccessor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, so long as there exists no Event of Default, with the prior written consent of the Borrower, appoint a successor. If no such successor agent has shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the date that is ten days following a retiring Administrative Agent’s notice rights, powers, privileges and duties of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such retiring Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as shall be discharged from its duties and obligations hereunder. The fees payable by the Required Lenders appoint Borrower to a successor Administrative Agent, which Agent shall (be the same as those payable to its predecessor unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by otherwise agreed between the Borrower (which approval shall not be unreasonably withheld or delayed)and such successor. After any retiring the Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Article and Section 9.09 10.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent under this Agreement and the other Loan DocumentsAgent.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving notice thereof to the Lenders Banks, the Borrower and the Borrower. If each other, and the Administrative Agent resigns shall resign in the event its Commitment (without giving effect to any Participants) is reduced to less than Ten Million Dollars ($10,000,000) unless as a result of a cancellation or reduction in the Administrative Agent under this Agreement and the other Loan Documentsaggregate Commitments. Upon any such resignation, then the Required Lenders Banks shall have the right to appoint from among the Lenders a successor agent for the LendersAdministrative Agent, which successor agent shall (unless a Specified Administrative Agent shall, provided no Event of Default shall have has occurred and be is then continuing) , be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders Banks and approved by the Borrower, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless be the Administrative Agent, who shall act until the Required Banks shall appoint an Administrative Agent. Any appointment of a Specified successor Administrative Agent by Required Banks or the retiring Administrative Agent pursuant to the preceding sentence shall, provided no Event of Default shall have has occurred and be is then continuing) , be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed). Upon the acceptance of its 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 and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The rights and duties of the Administrative Agent to be vested in any successor Administrative Agent shall include, without limitation, the rights and duties as Swingline Lender. After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Section 9.09 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent. For gross negligence or willful misconduct, as determined by all the Banks (excluding for such determination Administrative Agent under in its capacity as a Bank), Administrative Agent may be removed at any time by giving at least thirty (30) Business Days’ prior written notice to Administrative Agent and Borrower. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent, in accordance with the provisions of this Agreement and the other Loan DocumentsSection 7.8.

Successor Agent. The Administrative Any Agent may may, at any time, resign as Administrative Agent upon ten days’ 20 days written notice to the Lenders and the BorrowerLenders. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of Borrower shall have the Lenders, right to appoint a successor Administrative Agent which shall be provided such successor is a Lender hereunder or a commercial bank with an office in New York, New York, organized under the laws of the United States of America or an Affiliate of any such bankState thereof and has a combined capital and surplus of at least $400,000,000. If no successor agent has accepted Upon the acceptance of any appointment as Administrative an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the date that is ten days following a retiring Administrative Agent’s notice rights, powers, privileges and duties of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the retiring Agent shall be discharged from its duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if anyand obligations as an Agent, as appropriate, under this Credit Agreement and the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred other Credit Documents and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative an Agent under this Agreement Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the other Loan DocumentsLenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within sixty (60) days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.9, there shall at all times be a Person or Persons serving as Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ notice to the Lenders and the BorrowerBorrowers. Any such resignation by the Administrative Agent hereunder shall also constitute its resignation as an Issuing Bank and the Swingline Lender, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and (y) shall maintain all of its rights as Issuing Bank or Swingline Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swingline Loans made by it, prior to the date of such resignation. If the Administrative Agent resigns as the 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 a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such retiring Administrative Agent hereunder and/or under any other Loan Document until such timeshall, if any, as on behalf of the Required Lenders and the Issuing Bank appoint a successor Administrative Agent, agent which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower Borrowers (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Each Agent may resign as Administrative Agent such at any time upon ten at least 10 days’ prior notice to the Lenders Lenders, the Issuing Banks and the BorrowerAdministrative Borrower and without notice to the Bank Product Providers. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for right, in consultation with the LendersAdministrative Borrower, which successor agent shall (unless a Specified so long as no Event of Default shall have then occurred and be continuing) be subject , to approval by appoint a successor Agent from among 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term LoansLenders. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Banks, appoint a successor Administrative Agent Agent, which successor shall be a bank with an office commercial banking institution or other finance or trust company organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in New Yorkeach case, New Yorkhaving combined capital and surplus of at least $500,000,000; provided, that if such retiring Agent is unable to find a commercial banking institution or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date other finance or trust company that is ten days following a retiring Administrative Agent’s notice of resignationwilling to accept such appointment and which meets the qualifications set forth above, the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effectiveeffective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents, and the Required Lenders will thereafter shall assume and perform all of the duties of such Administrative the Agent hereunder and/or under any other the Loan Document Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent. Upon the acceptance of its appointment as an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, which and the retiring (or retired) Agent shall (unless a Specified Event of Default shall have occurred be discharged from its duties and be continuing) be subject to approval obligations under the Loan Documents. The fees payable by the Borrower (which approval Borrowers to a successor Agent shall not be unreasonably withheld or delayed)the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any retiring Administrative an Agent’s resignation as Administrative Agenthereunder, the provisions of this Article X, Section 9.09 11.03 and Sections 11.08 to 11.10 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to 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 Administrative Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Administrative Each Agent may resign as Administrative Agent such at any time upon ten at least 10 days’ prior notice to the Lenders and the Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for right, with the Lenders, which successor agent shall (unless a Specified Event written consent of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not to be unreasonably withheld or delayed)) so long as no Event of Default has occurred and is continuing, whereupon such to appoint a successor agent shall succeed to Agent from among the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term LoansLenders. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent with the written consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default has occurred and is continuing, which successor shall be a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in New Yorkeach case, New York, or an Affiliate having combined capital and surplus of any at least $500,000,000; provided that if such bank. If no successor agent has accepted appointment as Administrative retiring Agent by the date is unable to find a commercial banking institution that is ten days following a retiring Administrative Agent’s notice of resignationwilling to accept such appointment and which meets the qualifications set forth above, the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effectiveeffective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents, and the Required Lenders will thereafter shall assume and perform all of the duties of such Administrative the Agent hereunder and/or under any other the Loan Document Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent. Upon the acceptance of its appointment as an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, which and the retiring (or retired) Agent shall (be discharged from its duties and obligations under the Loan Documents. The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless a Specified Event of Default shall have occurred otherwise agreed between Borrower and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)such successor. After any retiring Administrative an Agent’s resignation as Administrative Agenthereunder, the provisions of this Article IX and Section 9.09 10.03 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to 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 Administrative Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign as Administrative Agent upon ten thirty (30) days’ notice to the Lenders Lenders, the Issuing Banks and the Borrower. If Upon any such resignation, the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan Documents, then the Required Requisite Lenders shall appoint from among have the Lenders a successor agent for right, in consultation with the Lenders, which successor agent shall Borrower and (unless a Specified an Event of Default shall have occurred and be continuing) be subject to approval by with the consent of the Borrower (which approval consent of the Borrower 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loansappoint a successor. If no successor shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within 10 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Banks, appoint a successor Administrative Agent from among the Lenders which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the date that is ten days following a retiring Administrative Agent’s notice rights, powers, privileges and duties of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Section 9, Section 10.2 and Section 10.3 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. (b) In addition to the foregoing, Collateral Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Lenders will thereafter perform and the Grantors, and Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Collateral Agent signed by the Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five Business Days’ notice to the Administrative Agent, to appoint a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement and the Collateral Documents, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder or 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 Collateral Agent under this Agreement and the Collateral Documents, and (ii) execute and deliver to such Administrative successor Collateral Agent hereunder and/or under any or otherwise authorize the filing of such amendments to financing statements, and take such other Loan Document until such time, if anyactions, as may be necessary or appropriate in connection with the Required Lenders appoint a assignment to such successor Administrative AgentCollateral Agent of the security interests created under the Collateral Documents, which whereupon such retiring or removed Collateral Agent shall (unless a Specified Event of Default shall have occurred be discharged from its duties and be continuing) be subject to approval by obligations under this Agreement and the Borrower (which approval shall not be unreasonably withheld or delayed)Collateral Documents. After any retiring Administrative or removed Collateral Agent’s resignation or removal hereunder as Administrative the Collateral Agent, the provisions of this Section 9.09 Agreement and the Collateral Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement or the Collateral Documents while it was Administrative the Collateral Agent under this Agreement and the other Loan Documentshereunder.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten 30 days’ notice to the Lenders Banks; provided, that any such resignation by Wachovia shall also constitute its resignation as Issuing Bank and the BorrowerSwing Line Bank. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders Banks shall appoint from among the Lenders Banks a successor administrative agent for the LendersBanks, which successor administrative agent shall (unless a Specified be consented to by the Borrower at all times other than during the existence of an Event of Default shall have occurred and be continuing) be subject to approval by (which consent of the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Agent, whereupon the Agent may appoint, after consulting with the Banks and the Borrower, a successor administrative agent from among the Banks. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the Administrative retiring Agent, Issuing Bank and Swing Line Bank and the respective terms “Agent,” “Issuing Bank” and “Swing Line Bank” shall mean such successor administrative agent, Letter of Credit issuer and swing line bank, and the reference to the resigning Administrative retiring Agent’s appointment, powers and duties as Agent means such successor agent effective upon such appointment and approval, shall be terminated and the former Administrative Agentretiring Issuing Bank’s and Swing Line Bank’s rights, powers and duties as Agent such shall be terminated, without any other or further act or deed on the part of such former Administrative Agent retiring Issuing Bank, Swing Line Bank or any other Bank, other than the obligation of the parties successor Issuing Bank to this Agreement or any holders issue letters of credit in substitution for the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice Letters of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such timeCredit, if any, as outstanding at the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event time of Default shall have occurred and be continuing) be subject such succession or to approval by make other arrangements satisfactory to the Borrower (which approval shall not be unreasonably withheld or delayed)retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9.09 Article X and Sections 12.4 and 12.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. If no successor administrative agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the other Loan DocumentsBanks shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Banks appoint a successor agent as provided for above.

Successor Agent. The Subject to the appointment of a successor as set forth herein, the Administrative Agent or the Collateral Agent may resign as Administrative Agent upon ten 10 days’ notice to the Lenders and the BorrowerParent Borrower and if the Administrative Agent is a Defaulting Lender or an Affiliate of a Defaulting Lender, either the Required Lenders or the Parent Borrower may, upon 10 days’ notice to the Administrative Agent as applicable, remove such Agent. If the Administrative Agent resigns or Collateral Agent shall resign or be removed as the Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents, then the Required Lenders (in the case of the Administrative Agent) shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Parent Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or the Collateral Agent, as applicable, and the reference to the resigning term “Administrative Agent means Agent” or “Collateral Agent,” as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term LoansLoans or issuers of Letters of Credit. If no successor shall have been so appointed by Each of the Required Syndication Agent and each Co-Documentation Agent, may resign as an Agent hereunder upon 10 days’ notice to the Administrative Agent, Lenders and shall have accepted the Parent Borrower, or if any such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint is a successor Administrative Agent which shall be a bank with an office in New York, New York, Defaulting Lender or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignationDefaulting Lender, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and either the Required Lenders will thereafter perform all or the duties Parent Borrower may, upon 10 days’ notice to such Agent, remove such Agent. If the Collateral Agent, the Syndication Agent or any Co-Documentation Agent shall resign or be removed as Collateral Agent, Syndication Agent, or Co-Documentation Agent hereunder, as applicable, the duties, rights, obligations and responsibilities of such Administrative Agent hereunder and/or under any other Loan Document until such timehereunder, if any, as shall automatically be assumed by, and inure to the Required Lenders appoint a successor benefit of, the Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval without any further act by the Borrower (which approval shall not be unreasonably withheld any Agent or delayed)any Lender. After any retiring Administrative Agent’s resignation or removal as Administrative Agent, the provisions of this Section 9.09 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Additionally, after such retiring Agent’s resignation or removal as such Agent, the provisions of this Section 10.10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement and the other Loan Documents. After the resignation or removal of any Administrative Agent pursuant to the preceding provisions of this Section 10.10, such resigning or removed Administrative Agent shall not be required to act as Issuing Lender for any Letters of Credit to be issued after the date of such resignation or removal, although the resigning or removed Administrative Agent shall retain all rights hereunder as Issuing Lender with respect to all Letters of Credit issued by it prior to the effectiveness of its resignation or removal as Administrative Agent hereunder.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving notice thereof to the Lenders Banks and the Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders Banks shall have the right to appoint from among the Lenders a successor agent for the LendersAdministrative Agent, which successor agent shall (unless a Specified Administrative Agent shall, provided no Event of Default shall have has occurred and be is then continuing) , be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders Banks and approved by the Borrower, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent which shall be the Administrative Agent, who shall act until the Required Banks shall appoint an Administrative Agent. Any appointment of a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, Required Banks or the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and pursuant to the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such timepreceding sentence shall, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified provided no Event of Default shall have has occurred and be is then continuing) , be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed). Upon the acceptance of its 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 and duties of the retiring Administrative Agent and the retiring Administrative Agent, shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Section 9.09 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent. For gross negligence or willful misconduct, as determined by all the Banks (excluding for such determination the Administrative Agent, in its capacity as a Bank), the Administrative Agent under this Agreement may be removed at any time by giving at least thirty (30) Business Days’ prior written notice to the Administrative Agent and the other Loan DocumentsBorrower. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent in accordance with the provisions of this Section 7.8.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving written notice thereof to the Lenders and the Borrower. If Borrower and may be removed at any time with or without cause by the Required Lenders; provided that in no event shall any such successor Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan Documentsbe a Defaulting Lender. Upon any such resignation or removal, then the Required Lenders Lenders, shall have the right to appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 10 thirty (30) days after the retiring Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Agent, which in the case of the Administrative Agent which shall be a commercial bank with an office in New York, New York, organized under the laws of the United States or an Affiliate of any such bankstate thereof and having a combined capital and surplus of at least $250,000,000. If no successor agent has accepted 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 date that is ten days following a rights, powers, discretion, privileges and duties of the retiring Administrative Agent’s , and the retiring Administrative Agent shall be discharged from its duties and obligations under the Credit Documents. If within 90 (ninety) days after written notice is given of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon or removal under this Section 10.6 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 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 Credit Documents and (c) the Required Lenders will shall thereafter perform all the duties of such the retiring Administrative Agent hereunder and/or under any other Loan Document the Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9.09 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement the Credit Documents. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the other Loan DocumentsBorrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (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.

Successor Agent. The Administrative Agent may may, and at the request of the Required Lenders shall, resign as Administrative Agent upon ten 30 days’ ' notice to the Lenders and the BorrowerLenders. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which . If no successor agent shall (unless is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Company, a Specified Event successor agent from among the Lenders. Upon the acceptance of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)its appointment as successor agent hereunder, whereupon such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent, and the reference to the resigning Administrative Agent means " shall mean such successor agent effective upon such appointment and approval, and the former Administrative retiring Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 9.09 Article XI and Sections 12.4 and 12.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. If no successor agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the other Loan Documents.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, B of A may not be removed as the Administrative Agent at the request of the Required Lenders unless B of A shall also simultaneously be replaced as "Issuing Lender" hereunder pursuant to documentation in form and substance reasonably satisfactory to B of A.

Successor Agent. (a) The Administrative Agent may resign at any time as Administrative Agent upon ten days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If the Administrative The Agent resigns may be removed as the Administrative Agent under this Agreement the Loan Documents (i) by the Requisite Lenders (other than the Lender then acting as Agent) or the Borrower as a result of its gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment upon 30-days’ prior written notice to the Agent and (ii) by the Borrower as a result of it being a Defaulting Lender or meeting the criteria of a Defaulting Lender, in each case under clauses (a) through (c) of the definition thereof or under clause (d) of the definition thereof solely as a result of it (and not its direct or indirect parent) becoming the subject of a Bankruptcy Event or a Bail-In Action, upon 15 days’ prior written notice so long as Agent is still a Defaulting Lender (or meets the criteria of a Defaulting Lender) under the standards set forth above on the last day of such 15 day notice period. Upon any such resignation or removal, the Requisite Lenders (other Loan Documentsthan the Lender then acting as Agent, then in the Required Lenders case of the removal of the Agent under the immediately preceding sentence) shall have the right to appoint from among the Lenders a successor agent for the LendersAgent which appointment shall, which successor agent shall (unless a Specified provided no Default or Event of Default shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayeddelayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and its Affiliates that are Qualified Institutions as a successor Agent), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Agent shall have been so appointed by in accordance with the Required Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives resigning Agent’s giving of notice of its resignationresignation or the Lenders’ removal of the resigning Agent, then the retiring Administrative resigning or removed Agent may, on behalf of the Lenders, appoint a successor Administrative Agent Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank with an office in New York, New York, or an Affiliate having total combined assets of at least $50,000,000,000. Upon the acceptance of any such bank. If no successor agent has accepted appointment as Administrative Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the date that is ten days following a retiring Administrative Agent’s notice rights, powers, privileges and duties of resignation, the retiring Administrative or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations under the Loan Documents. After any Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent or removal hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 Article XI and Sections 12.2 and 12.9 shall continue to inure to the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it while it was Administrative Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Agreement Section, in the event no successor Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its intent to resign, the retiring Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan DocumentsDocuments and (ii) the Requisite Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Agent for the account of any Person other than the Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Agent shall directly be given or made to each Lender.

Successor Agent. The Subject to the appointment of a successor as set forth herein, (i) the Administrative Agent or the Collateral Agent may be removed by the Borrower or the Required Lenders (in the case of the Collateral Agent, subject to the Security Agreement) if the Administrative Agent, the Collateral Agent or a controlling affiliate of the Administrative Agent or the Collateral Agent is a Defaulting Lender and (ii) the Administrative Agent and the Collateral Agent may resign as Administrative Agent or Collateral Agent, respectively, in each case upon ten days’ notice to the Administrative Agent, the Lenders and the Borrower, as applicable. If the Administrative Agent resigns as or the Collateral Agent shall be removed by the Borrower or the Required Lenders pursuant to clause (i) above or if the Administrative Agent or the Collateral Agent shall resign as Administrative Agent or Collateral Agent, as applicable, 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 such successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower; provided that such approval by the Borrower in connection with the appointment of any successor Administrative Agent shall only be required so long as no Event of Default under Section 9.1(a) or (which approval f) has occurred and is continuing; provided further, that the Borrower shall not be unreasonably withheld or delayed), whereupon withhold its approval of any successor Administrative Agent if such successor agent shall succeed to the rights, powers is a commercial bank with a consolidated combined capital and duties surplus of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loansat least $5.0 billion. If no successor shall have been so appointed by the Required Lenders and approved by the Borrower (to the extent required) and shall have accepted such appointment within 10 45 days after the retiring Administrative Agent or the Collateral Agent, as the case may be, gives notice of its resignationresignation or is notified that it is being removed, then the retiring Administrative Agent or Collateral Agent, as the case may be, may, on behalf of the Lenders, Lenders appoint a successor Administrative Agent or Collateral Agent, as the case may be,, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.Administrative

Successor Agent. The Administrative Agent or the Collateral Agent may resign as Administrative Agent or Collateral Agent, as applicable, upon ten 30 days’ notice to the Lenders and the Borrower. If either the Administrative Agent resigns as or the Administrative Collateral Agent shall resign in such capacity 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 a Specified an Event of Default under Sections 7.01 (h) or (i)(i), (ii), (iii) or (iv) above 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 AgentAgent or the Collateral Agent as the case may be, and the reference to the resigning term “Administrative Agent means Agent” or “Collateral Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s rights, powers and duties as Administrative Agent or Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent or Collateral Agent, as applicable, by the date that is ten 30 days following a retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation will shall nevertheless thereupon become effective, and the Required Lenders will thereafter shall assume and perform all of the duties of such the Administrative Agent or Collateral Agent, as applicable, hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which agent as provided for above; provided that nothing herein shall (unless a Specified Event of Default shall have occurred and be continuing) be subject require that the Collateral Agent resign or retire from its role as collateral agent under any Security Document whether referred to approval by the Borrower (which approval shall not be unreasonably withheld therein collateral agent or delayed)any analogous term therein. After any retiring Administrative Agent’s resignation as Administrative Agent or Collateral Agent’s retiring as Collateral Agent, the provisions of this Section 9.09 Article VIII shall inure to its benefit and to the benefit of its officers, directors, employees, agents, attorneys-in-fact and affiliates as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents.

Successor Agent. The Subject to the appointment and acceptance of a successor the Administrative Agent as provided in this paragraph, the Administrative Agent may resign as Administrative Agent upon ten days’ notice to at any time by notifying the Lenders Lenders, the Issuing Bank and the BorrowerCompany. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right, in consultation with the Company, to appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loanssuccessor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Company and such Person remove such Person as Administrative Agent and, in consultation with the Company, appoint a successor. If no such successor agent has shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the date that is ten days following a retiring Administrative Agent’s notice rights, powers, privileges and duties of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such retiring or removed Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as shall be discharged from its duties and obligations hereunder. The fees payable by the Required Lenders appoint Borrowers to a successor Administrative Agent, which Agent shall (be the same as those payable to its predecessor unless a Specified Event of Default shall have occurred otherwise agreed between the Company and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)such successor. After any retiring the Administrative Agent’s resignation as Administrative Agentor removal hereunder, the provisions of this Article and Section 9.09 10.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent under this Agreement and the other Loan DocumentsAgent.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten at any time by giving thirty (30) days’ prior written notice to the Lenders Borrowers and the BorrowerLenders. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such notice of resignation, then the Required Lenders will, with the prior written consent of the Borrowers (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor agent for to the Lenders, which successor agent Administrative Agent (provided that the Borrowers’ consent shall (unless a Specified not be required in the event an Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignationsuch thirty-day period, then the retiring Administrative Agent may, on behalf of the LendersLenders and after consulting with the Lenders and the Borrowers, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate from among the Lenders. Upon the acceptance of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which such successor Administrative Agent shall (unless a Specified Event thereupon succeed to and become vested with all the rights, powers, privileges and duties of Default the retiring Administrative Agent, and the retiring Administrative Agent shall have occurred be discharged from its duties and be continuing) be subject to approval by obligations hereunder and under the Borrower (which approval shall not be unreasonably withheld or delayed)other Credit Documents. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent under this Agreement 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 Agent. The Subject to the appointment of a successor as set forth herein, the Administrative Agent and the Collateral Agent may resign as Administrative Agent or Collateral Agent, respectively, upon ten 10 days’ notice to the Lenders and the BorrowerBorrower and if the Administrative Agent has admitted in writing that it is insolvent or becomes subject to an Agent-Related Distress Event, either the Required Lenders or the Borrower may, upon 10 days’ notice to the Administrative Agent, remove such Agent. If the Administrative Agent resigns or Collateral Agent shall resign or be removed as the Administrative Agent or Collateral Agent, as applicable, 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 a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or the Collateral Agent, as applicable, and the reference to the resigning term “Administrative Agent means Agent” or “Collateral Agent,” as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Loans or LC Facility Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation or removal as Administrative Agent, the provisions of this Section 9.09 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Additionally, after any retiring Agent’s resignation or removal as such Agent, the provisions of this subsection shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement and the other Loan Documents. After the resignation or removal of the Administrative Agent pursuant to the preceding provisions of this subsection 9.10, the resigning or removed Administrative Agent shall not be required to act as LC Facility Issuing Bank for any LC Facility Letters of Credit to be issued after the date of such resignation or removal, although the resigning Administrative Agent shall retain all rights hereunder as LC Facility Issuing Bank with respect to all LC Facility Letters of Credit issued by it prior to the effectiveness of its resignation or removal as Administrative Agent hereunder.

Successor Agent. The Administrative Agent may resign as at any time by giving fifteen days' written notice thereof to the Secured Parties and Borrower, such resignation to become effective in the manner and at the time set forth below. Administrative Agent may be removed involuntarily at the request of Borrower or the Banks only for a material breach of its duties and obligations hereunder and under the other Credit Documents or for gross negligence or willful misconduct in connection with the performance of its duties hereunder or under the other Credit Documents and then only upon ten days’ notice to the Lenders and affirmative vote of the Borrower. If the Required Banks (excluding Administrative Agent resigns as from such vote and Administrative Agent's Proportionate Share (if any) of the Commitments from the amounts used to determine the portion of the Commitments necessary to constitute the required Proportionate Share of the remaining Banks). Upon any such resignation or removal of Administrative Agent under this Agreement and the other Loan DocumentsAgent, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default Banks shall have occurred and be continuing) be subject to approval by the right, with the consent of Borrower (which approval shall such consent not to be unreasonably withheld or delayed), whereupon such ) to appoint a successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation or the Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, with the consent of Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent hereunder, which shall be a Bank, if any Bank shall be willing to serve, and otherwise shall be a commercial bank with an office in New York, New York, or an Affiliate having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any such bank. If no successor agent has accepted appointment as Administrative Agent under the Operative Documents by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which such successor Administrative Agent shall (unless a Specified Event thereupon succeed to and become vested with all the rights, powers, privileges and duties of Default the retiring Administrative Agent, and the retiring Administrative Agent shall have occurred be discharged from its duties and be continuing) be subject to approval by obligations as Administrative Agent only under the Borrower (which approval shall not be unreasonably withheld or delayed)Credit Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 9.09 Article 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Operative Documents.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ notice to the Lenders and the Borrower. Any such resignation by the Administrative Agent hereunder shall also constitute its resignation as an Issuing Bank and the Swingline Lender, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and (y) shall maintain all of its rights as Issuing Bank or Swingline Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swingline Loans made by it, prior to the date of such resignation. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders (or, after the Discharge of ABL Revolving Claims, the Required Term Lenders) shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such retiring Administrative Agent hereunder and/or under any other Loan Document until such timeshall, if any, as on behalf of the Required Lenders and the Issuing Bank appoint a successor Administrative Agent, agent which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Facility Agent may resign as Administrative the Facility Agent upon ten thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Facility Agent resigns as the Administrative Agent under this Agreement and Agreement, the other Loan Documents, then the Required Majority Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject consented to approval by the Borrower at all times other than during the occurrence and continuance of a Default (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties consent of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Facility Agent, the Facility Agent may appoint, after consulting with the Lenders and subject to the consent of the Borrower as provided for above, a successor agent from among the 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 retiring Facility Agent and the term “Facility Agent,” shall mean such successor Facility Agent, and the retiring Facility Agent’s appointment, powers and duties as the Facility Agent shall be terminated. After any the retiring Administrative Facility Agent’s resignation hereunder as Administrative the Facility Agent, the provisions of this Article VIII and Section 9.09 9.04 and Section 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative the Facility Agent under this Agreement Agreement. If no successor agent has accepted appointment as the Facility Agent by the date which is thirty (30) days following the retiring Facility Agent’s notice of resignation, the retiring Facility Agent’s resignation shall nevertheless thereupon become effective and the other Loan Lenders shall perform all of the duties of the Facility Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Facility Agent hereunder by a successor, the Facility Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Facility Agent, and the retiring Facility Agent shall be discharged from its duties and obligations under the Financing Documents. After the retiring Facility Agent’s resignation hereunder as the Facility Agent, the provisions of this Article VIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Facility Agent.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten thirty days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns as the 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 a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Any Agent may resign as Administrative such Agent upon ten thirty (30) days’ prior notice to the Lenders Company and the BorrowerLenders. If the Administrative an Agent resigns shall resign as the Administrative such Agent under this Credit Agreement and the other Loan Credit Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be approved by the Borrowers (unless a Specified so long as no Event of Default shall have has occurred and be is continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative resigning Agent, and the reference to the resigning term “Administrative Agent means Agent,” “Collateral Agent” or “Canadian Agent,” as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Administrative resigning Agent’s rights, powers and duties as an Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Credit Agreement or any holders of the Term LoansNotes or Credit Party Obligations. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the retiring Administrative resigning Agent gives notice of its resignation, then the retiring Administrative resigning Agent may, may on behalf of the LendersLenders and the Issuing Lender, appoint a successor Administrative Agent; provided that if the resigning Agent which shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the resigning Agent shall be a bank with an office discharged from its duties and obligations hereunder and under the other Credit Documents (except that in New York, New York, or an Affiliate the case of any Collateral held by such bank. If no successor agent has accepted appointment as Administrative Agent by on behalf of the date that is ten days following a retiring Administrative Agent’s notice Secured Parties under any of resignationthe Credit Documents, the retiring Administrative Agent’s resignation will nevertheless thereupon become effectiveresigning Agent shall continue to hold such Collateral until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the resigning Agent shall instead be made by or to each Lender and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document Issuing Lender directly, until such time, if any, time as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)Agent as provided for above in this Section. After any retiring Administrative Agent’s resignation as Administrative an Agent, the provisions of this Article VIII and Section 9.09 9.5 shall inure to its benefit (and the benefit of its sub-agents and Related Parties) as to any actions taken or omitted to be taken by it while it was Administrative an Agent under this Agreement and the other Loan DocumentsCredit Agreement.

Successor Agent. The Administrative Agent may resign as Administrative Agent at any time upon ten 30 days’ notice to the Lenders and with a written copy of such notice to the Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for agent, subject to the Lenders, which successor agent shall (unless a Specified consent of the Borrower other than during the continuance of an Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayedunder Section 7.01(b), whereupon (c), (g) or (h). 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, the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documents and the reference to the resigning term “Administrative Agent means Agent” shall mean such successor agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder, without any other or further act or deed on the part provisions of this Article VIII shall inure to the benefit of such former retiring Administrative Agent Agent, its sub-agents or attorneys in fact and such Administrative Agent’s Related Parties as to any actions taken or omitted to be taken by any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after them while the retiring Administrative Agent gives notice of its resignation, then was the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankunder this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date that which is ten 30 days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, effective and the Required Lenders will thereafter shall perform all of the duties of such the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event agent as provided for above; provided that in the case of Default shall have occurred and be continuing) be subject to approval any security held by the Borrower Administrative Agent on behalf of the Lenders under the Loan Documents, the retiring Administrative Agent shall continue to hold such security in a custodial capacity only until such time as a successor agent is appointed or deposit such security with a court of competent jurisdiction (which approval shall not be unreasonably withheld or delayedat the expense of Lenders). After any retiring Administrative Agent’s resignation as Administrative Agent, Any Person into which the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the other Loan DocumentsAdministrative Agent shall be a party, or any Person succeeding to the business of the Administrative Agent shall be the successor of the Administrative Agent without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto, except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Successor Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign as Administrative Agent upon ten days’ notice to at any time by notifying the Lenders Lenders, the Issuing Banks and the BorrowerCompany. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right, with the consent of the Company (not to be unreasonably withheld), to appoint from among a successor; provided that no such consent of the Lenders a successor agent for Company shall be required at any time during the Lenders, which successor agent shall (unless a Specified existence of an Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term LoansDefault. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a commercial bank with an office in New York, New York, or an Affiliate of any such commercial bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, obligations, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all its duties and obligations under the Loan Documents. If no successor agent has accepted appointment as Administrative Agent by the date that is ten 35 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation will shall nevertheless thereupon become effective, and the Required Lenders will thereafter shall assume and perform all of the duties of such the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s 's resignation as Administrative Agenthereunder, the provisions of this Article, Section 9.09 2.17(d) and Section 9.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent under this Agreement and the other Loan DocumentsAgent.

Successor Agent. The Administrative Agent may resign as Administrative Agent at any time upon ten days’ written notice to the Lenders Borrower and the BorrowerLenders. If Upon any such notice of resignation, the Required Lenders shall, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), have the right to appoint a successor to the Administrative Agent resigns as (provided that the Administrative Agent under this Agreement and Borrower's consent shall not be required in the other Loan Documents, then the Required Lenders shall appoint from among the Lenders event a successor agent for the Lenders, which successor agent shall (unless a Specified Default or Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, financial institution having a rating of not less than "A" or an Affiliate its equivalent by Standard & Poor's or any of the Lenders. Upon the acceptance of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which such successor Administrative Agent shall (unless a Specified Event thereupon succeed to and become vested with all the rights, powers, privileges and duties of Default the retiring Administrative Agent, and the retiring Administrative Agent shall have occurred be discharged from its duties and be continuing) be subject to approval by obligations hereunder and under the Borrower (which approval shall not be unreasonably withheld or delayed)other Credit Documents. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Section 9.09 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent under this Agreement 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 Agent. The Administrative Agent may (a) resign at any time as Administrative Agent upon ten days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If the Administrative Agent resigns Borrower or (b) be removed as the Administrative Agent under this Agreement by all of the Lenders (other than the Lender then acting as Administrative Agent) and the other Loan DocumentsBorrower upon 30 days’ prior written notice if the Administrative Agent is found by a court of competent jurisdiction in a final, then non-appealable judgment to have committed gross negligence or willful misconduct in the Required course of performing its duties hereunder. Upon any such resignation or removal, the Requisite Lenders shall have the right to appoint from among the Lenders a successor agent for the LendersAdministrative Agent which appointment shall, which successor agent shall (unless a Specified provided no Default or Event of Default shall have occurred and be continuing) exists, be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayeddelayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent shall have been so appointed in accordance with the immediately preceding sentence, whereupon and shall have accepted such successor agent shall succeed to appointment, within 30 days after the rights, powers and duties resigning Administrative Agent’s giving of notice of resignation or giving of notice of removal of the Administrative Agent, and the reference to then the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, Lenders and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such timeIssuing Bank, if any, as the Required Lenders appoint a successor Administrative Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee. The current Administrative Agent shall continue to act as Administrative Agent hereunder until the earlier of (unless a Specified Event of Default shall have occurred and be continuinga) be subject to approval by 30 days after the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring then current Administrative Agent’s resignation or giving of notice of removal of the Administrative Agent or (b) the date on which a successor Administrative Agent is appointed by the Requisite Lenders. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the current Administrative Agent, and the current Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Such successor Administrative Agent shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or shall make other arrangements satisfactory to the current Administrative Agent, in either case, to assume effectively the obligations of the current Administrative Agent with respect to such Letters of Credit. After any Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9.09 Article XII. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Agent. (a) Subject to the appointment of a successor as set forth herein, the Administrative Agent and the Collateral Agent may resign or be removed as Administrative Agent or Collateral Agent, respectively, under this Agreement and the other Loan Documents, as follows: (i) The Administrative Agent and the Collateral Agent may resign as Administrative Agent or Collateral Agent, respectively, upon ten 10 days’ notice to the Lenders and the Borrower. . (ii) If the Administrative Agent resigns as or the Collateral Agent is a Defaulting Lender or an Affiliate of a Defaulting Lender, either the Required Lenders or the Borrower may, upon 10 days’ notice to the Administrative Agent or Collateral Agent, as applicable, remove such agent. (iii) If an ABL Default Event shall have occurred and be continuing, and the Administrative Agent or Collateral Agent, as applicable, is an Affiliate of or the same Person as the administrative agent or collateral agent under the ABL Facility Agreement, the Required Lenders may, upon 10 days’ notice to the Administrative Agent or Collateral Agent, as applicable, remove such agent. (b) If the Administrative Agent or Collateral Agent shall resign or be removed as Administrative Agent or Collateral Agent, as applicable, 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 a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)Borrower, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or the Collateral Agent, as applicable, and the reference to the resigning term “Administrative Agent means Agent” or “Collateral Agent,” as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the After any retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, or removal as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. Additionally, after any retiring Agent’s resignation as such Agent, the provisions of this Section shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement and the other Loan Documents. (c) Any successor agent shall be subject to approval by the Borrower, which approval (i) shall not be unreasonably withheld or delayed in the case of any successor agent that is a commercial bank with a combined capital and surplus of at least $500,000,000 and (ii) may otherwise be withheld by the Borrower in its sole discretion. It is understood and agreed that the Borrower shall have no obligation to pay any fee to any successor agent that is greater than or in addition to the fees payable to the Administrative Agent on the date hereof.

Successor Agent. The Administrative Each Agent may resign as Administrative Agent such at any time upon ten at least 10 days’ prior notice to the Lenders Lenders, the Issuing Lender and the Borrower. If Upon any such resignation, the Requisite Lenders shall have the right, in consultation with Borrower, to appoint a successor Administrative Agent resigns as the 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 a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Lender, appoint a successor Administrative Agent Agent, which successor shall be a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in New Yorkeach case, New York, or an Affiliate having combined capital and surplus of any at least $500,000,000; provided that if such bank. If no successor agent has accepted appointment as Administrative retiring Agent by the date is unable to find a commercial banking institution that is ten days following a retiring Administrative Agent’s notice of resignationwilling to accept such appointment and which meets the qualifications set forth above, the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effectiveeffective and the retiring (or retired) Administrative Agent shall be discharged from its duties and obligations under the Loan Documents, and the Required Lenders will thereafter shall assume and perform all of the duties of such the Administrative Agent hereunder and/or under any other the Loan Document Documents until such time, if any, as the Required Requisite Lenders appoint a successor Administrative Agent. Upon the acceptance of its appointment as an Administrative Agent hereunder by a successor, which such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring (or retired) Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless a Specified Event of Default shall have occurred otherwise agreed between Borrower and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)such successor. After any retiring an Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Section 9.09 Article IX, Sections 10.2, 10.3, 10.11, 10.12, 10.14, 10.16 and 10.17, shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to 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 Administrative Agent under this Agreement and the other Loan DocumentsAgent.

Successor Agent. The Administrative Agent may ▇▇▇ (and shall at the direction of Required ▇▇▇▇▇▇▇) resign as Administrative Agent upon ten at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the Borrower. If Upon any such resignation of the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsAgent, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the LendersAdministrative Agent, which successor agent shall (unless a Specified which, so long as there is no Event of Default continuing, shall have occurred and be continuing) be subject reasonably satisfactory to approval by the Borrower (which approval whose consent in any event 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders and and/or none shall have accepted such appointment within 10 days thirty (30) days’ after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which Agent, so long as there is no Event of Default continuing, shall be a bank with an office reasonably satisfactory to the Borrower (whose consent shall not in New York, New York, any event be unreasonably withheld or an Affiliate of any such bankdelayed). If no successor agent has accepted appointment as Administrative Agent has been appointed by the date that is ten thirty (30) days following a retiring Administrative Agent’s notice of its resignation, then the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, and the Required Lenders will thereafter shall assume and perform all of the duties of such the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, time as a successor Administrative Agent has been appointed. Upon the Required Lenders appoint acceptance of any appointment as Administrative Agent by a successor Administrative Agent, which such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Administrative Agent shall (unless a Specified Event of Default shall have occurred and be continuingto the extent not already discharged as provided above) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article VIII and Section 9.09 9.03 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan DocumentsAgreement.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten thirty days’ notice to the Lenders and the Borrower. Any such resignation by the Administrative Agent hereunder shall also constitute its resignation as an Issuing Bank, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights as Issuing Bank with respect to any Letters of Credit issued by it prior to the date of such resignation. If the Administrative Agent resigns as the 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 a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or or under any other Loan Document until such time, if any, as the Required Lenders and the Issuing Banks appoint a successor Administrative Agent, Agent which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Agent may resign as the Administrative Agent upon ten 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns as is a Defaulting Lender or an Affiliate of a Defaulting Lender, either the Required Lenders or the Borrower may, upon 10 days’ notice, remove the Administrative Agent. If the Administrative Agent resigns or is removed under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the LendersLenders (which shall be a bank with an office in the United States, or an Affiliate of any such bank or a trust company), which successor agent shall (unless a Specified be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) (which consent of the Borrower shall have occurred not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and be continuing) be subject to approval by the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) (which approval consent of the Borrower 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent agent, which shall be a bank with an office in New York, New Yorkthe United States, or an Affiliate of any such bankbank or a trust company. If no Upon the acceptance of its appointment as successor agent has accepted appointment ▇▇▇▇▇▇▇▇▇, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent by and the date that is ten days following a 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 notice of resignationappointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent or removal hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 Article 9 and Sections 11.04 and 11.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is 30 days following the retiring Administrative Agent’s notice of resignation or removal, the retiring Administrative Agent’s resignation or removal shall nevertheless thereupon become effective and the other 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; provided, that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders or an L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such Collateral until such time as a successor Administrative Agent is appointed. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be reasonably necessary, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

Successor Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by notifying the Lenders and Co-Borrowers. The Administrative Agent may resign as Administrative Agent upon ten days’ notice to the Lenders be removed involuntarily only for a material breach of its respective duties and the Borrower. If the Administrative Agent resigns as the Administrative Agent obligations hereunder and under this Agreement and the other Loan Credit Documents or for gross negligence or willful misconduct in connection with the performance of its respective duties hereunder or under the other Credit Documents, then in each case only upon the affirmative vote of the Required Lenders. Upon any such resignation or removal of Administrative Agent, the Required Lenders shall appoint from among have the Lenders a successor agent for the Lendersright, which successor agent shall (unless a Specified with, provided no Event of Default shall have has occurred and be is continuing) be subject , the consent of Co-Borrowers (such consent not to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such ) to appoint a successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersSecured Parties, with, provided no Event of Default has occurred, the consent of Co-Borrowers (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent hereunder, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank with an office in New York, New York, the United States having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank. If no successor agent has accepted Upon the acceptance of any appointment as Administrative Agent under the Operative Documents by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which such successor Administrative Agent shall (unless a Specified Event thereupon succeed to and become vested with all the rights, powers, privileges and duties of Default the retiring Administrative Agent, and the retiring Administrative Agent shall have occurred be discharged from its duties and be continuing) be subject obligations as Administrative Agent hereunder and under the other Credit Documents. If no successor Administrative Agent has been appointed pursuant to approval the preceding sentences by the Borrower (which approval 30th day after the date such notice of resignation was given by the Administrative Agent, Administrative Agent’s resignation shall not nonetheless become effective in accordance with such notice and the retiring Administrative Agent shall be unreasonably withheld or delayed)discharged from its duties and obligations hereunder and the other Credit Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article 9, Section 9.09 11.4 and Section 11.14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement the Operative Documents. Anything herein to the contrary notwithstanding, if at any time the Required Lenders determine that the Person serving as Administrative Agent is a Defaulting Lender, the Required Lenders may by notice to Co-Borrowers and such Person remove such Person as Administrative Agent and appoint a replacement Administrative Agent hereunder. Such removal will, to the other Loan Documentsfullest extent permitted by applicable law, be effective on the earlier of (i) the date a replacement Administrative Agent is appointed and (ii) the date which is five Banking Days after the giving of such notice by the Required Lenders (regardless of whether a replacement Administrative Agent has been appointed).

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten 30 days’ notice to the Lenders and the BorrowerLenders; provided that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor administrative agent shall (unless a Specified be consented to by Borrower at all times other than during the existence of an Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of Agent, whereupon 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, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the Administrative retiring Agent, L/C Issuer and the respective terms “Agent” and “L/C Issuer” shall mean such successor administrative agent, Letter of Credit issuer, and the reference to the resigning Administrative retiring Agent’s appointment, powers and duties as Agent means such successor agent effective upon such appointment and approval, shall be terminated and the former Administrative Agentretiring L/C Issuer’s rights, powers and duties as Agent such shall be terminated, without any other or further act or deed on the part of such former Administrative Agent retiring L/C Issuer or any other Lender, other than the obligation of the parties successor L/C Issuer to this Agreement or any holders issue letters of credit in substitution for the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice Letters of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such timeCredit, if any, as outstanding at the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event time of Default shall have occurred and be continuing) be subject such succession or to approval by make other arrangements satisfactory to the Borrower (which approval shall not be unreasonably withheld or delayed)retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9.09 Article IX and Sections 10.4 and 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. If no successor administrative agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the other Loan DocumentsLenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving written notice thereof to the Lenders and the Borrower. If Borrower and may be removed by the Super Majority Lenders in the event that the Administrative Agent resigns as commits a willful breach of, or is grossly negligent in the performance of, its material obligations hereunder. Furthermore, in the event that at any time the Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders assigns its entire interest as a successor agent for the LendersLender hereunder to an Eligible Assignee as permitted by Section 10.7 hereof, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall Eligible Assignee is not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties an Affiliate of the Administrative Agent, and then the reference to the resigning Administrative Agent means shall resign as Administrative Agent. Upon any such successor agent resignation or removal (which shall be effective upon such appointment and approvaldate as a successor Agent accepts its appointment), and the former Administrative Majority Lenders shall have the right to appoint a successor Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Agent shall have been so appointed by the Required Lenders Majority Lenders, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation or the Super Majority Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent Agent, which shall be a commercial bank with an office in New York, New York, organized under the laws of the United States of America or an Affiliate of any such bankState thereof, having a combined capital and surplus of at least $50,000,000. If no successor agent has accepted Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the date that is ten days following a retiring Administrative Agent’s notice rights, powers, privileges and duties of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such retiring Administrative Agent hereunder and/or shall be discharged from its duties and obligations under any this Agreement and the other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Section 9.09 Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Each Agent may resign as Administrative Agent such at any time upon ten at least 10 days’ prior notice to the Lenders and the Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right, in consultation with Borrower, to appoint a successor Agent from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent Agent, which successor shall be a bank with an office commercial banking institution organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in New Yorkeach case, New York, or an Affiliate having combined capital and surplus of any at least $500,000,000; provided that if such bank. If no successor agent has accepted appointment as Administrative retiring Agent by the date is unable to find a commercial banking institution that is ten days following a retiring Administrative Agent’s notice of resignationwilling to accept such appointment and which meets the qualifications set forth above, the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effectiveeffective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents, and the Required Lenders will thereafter shall assume and perform all of the duties of such Administrative the Agent hereunder and/or under any other the Loan Document Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent. Upon the acceptance of its appointment as an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, which and the retiring (or retired) Agent shall (be discharged from its duties and obligations under the Loan Documents. The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless a Specified Event of Default shall have occurred otherwise agreed between Borrower and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)such successor. After any retiring Administrative an Agent’s resignation as Administrative Agenthereunder, the provisions of this Article IX, Section 9.09 11.03 and Sections 11.08 to 11.10 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to 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 Administrative Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Administrative Administrative/Collateral Agent may resign as Administrative Agent may, upon ten five (5) days’ notice to the Lenders and (with a copy to the Borrower), resign as Administrative/Collateral Agent; provided, in either case, that an Agent or a Lender agrees to become the successor Administrative/Collateral Agent hereunder in accordance with the next sentence. If the Administrative Administrative/Collateral Agent resigns shall resign as the Administrative Administrative/Collateral Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders during such period shall appoint from among the Agents and the Committed Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)agent, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Administrative/Collateral Agent, and the reference to the resigning Administrative Agent means term “Administrative/Collateral Agent” shall mean such successor agent agent, effective upon its acceptance of such appointment and approvalappointment, and the former Administrative Administrative/Collateral Agent’s rights, powers and duties as Administrative/Collateral 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 Agreement. In the event of any holders such resignation of the Term Loans. If no Administrative/Collateral Agent, the Administrative/Collateral Agent shall promptly transfer (upon its receipt of any outstanding fees, expenses and indemnities due and owing to it) to the successor shall have been so appointed Administrative/Collateral Agent, as directed in writing by the Required Lenders Lenders, all accounts, funds and investments being administered under this Agreement and shall have accepted cooperate with the Required Lenders, UACC and the successor administrative/collateral agent to facilitate the continued perfection and priority of the Lien granted for the benefit of the Secured Parties in the Borrower Collateral. Any Agent may resign as Agent upon ten days’ notice to the Lenders in its Lender Group, the Administrative/Collateral Agent and each other Agent, the Administrative/Collateral Agent, the Sellers and the Servicer with such appointment within 10 days after resignation becoming effective upon a successor agent succeeding to the retiring Administrative rights, powers and duties of the Agent gives notice of its resignationpursuant to this Section 15.8. If an Agent shall resign as Agent under this Agreement, then the retiring Administrative Agent may, on behalf Lenders in its Lender Group holding greater than 50% of the Lenders, outstanding Advances held by such Lender Group shall appoint from among the Committed Lenders in such Lender Group a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any agent for such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)Lender Group. After any retiring Administrative Note Agent’s resignation hereunder as Administrative Note Agent, the provisions of this Section 9.09 Article XV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Note Agent under this Agreement Agreement. No resignation of any Note Agent shall become effective until a successor Note Agent shall have assumed the responsibilities and obligations of such Note Agent; provided, however, that in the other Loan Documentsevent a successor note Agent is not appointed within 60 days after such Note Agent has given notice of its resignation as permitted by this Section 15.8, such Note Agent may petition a court for its removal.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns as the 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 a Specified Event of Default 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 reference to the resigning Administrative Agent means shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such retiring Administrative Agent hereunder and/or under any other Loan Document until such timeshall, if any, as on behalf of the Required Lenders and the Issuing Bank appoint a successor Administrative Agent, agent which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns as the 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 a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and all payments, communications and determinations provided to be made by, to or through the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document shall instead be made by or to each Lender directly until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Agent. The (a) Administrative Agent may resign as Administrative Agent upon ten days’ 45 days written notice to the Lenders and the Administrative Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint a successor Administrative Agent for the Lenders. If no successor Administrative Agent is appointed prior to the effective date of the resignation of Administrative Agent, Administrative Agent may appoint, after consulting with the Lenders, a successor Administrative Agent. If Administrative Agent has materially breached or failed to perform any material provision of this Agreement or of Applicable Law, the Required Lenders may agree in writing to remove and replace Administrative Agent with a successor Administrative Agent from among the Lenders a Lenders. In any such event, upon the acceptance of its appointment as successor agent for the LendersAdministrative Agent hereunder, which successor agent shall (unless a Specified Event of Default 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 Administrative Agent shall succeed to all the rights, powers powers, and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then and the retiring term “Administrative Agent may, on behalf of the Lenders, appoint a Agent” shall mean such successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, and the retiring Administrative Agent’s resignation will nevertheless thereupon become effectiveappointment, powers, and the Required Lenders will thereafter perform all the duties of such as Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9.09 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent by the date which is 45 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the other Loan DocumentsLenders shall perform all of the duties of Administrative Agent hereunder until such time, if any, as the Lenders appoint a successor Administrative Agent as provided for above. (b) Collateral Agent may resign as Collateral Agent upon 45 days written notice to the Lenders and Administrative Borrower. If Collateral Agent resigns under this Agreement, the Required Lenders shall appoint a successor Collateral Agent for the Lenders. If no successor Collateral Agent is appointed prior to the effective date of the resignation of Collateral Agent, Collateral Agent may appoint, after consulting with the Lenders, a successor Collateral Agent. If Collateral Agent has materially breached or failed to perform any material provision of this Agreement or of Applicable Law, the Required Lenders may agree in writing to remove and replace Collateral Agent with a successor Collateral Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Collateral Agent hereunder, such successor Collateral Agent shall succeed to all the rights, powers, and duties of the retiring Collateral Agent and the term “Collateral Agent” shall mean such successor Collateral Agent and the retiring Collateral Agent’s appointment, powers, and duties as Collateral Agent shall be terminated. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 16 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. If no successor Collateral Agent has accepted appointment as Collateral Agent by the date which is 45 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Collateral Agent hereunder until such time, if any, as the Lenders appoint a successor Collateral Agent as provided for above

Successor Agent. The Administrative Agent (i) may resign as Administrative Agent upon ten days’ notice to the Lenders and the Lead Borrower or (ii) if so directed by the Required Lenders, shall resign, upon ten days’ prior written notice (or such shorter period as agreed to by the Required Lenders and Lead Borrower) by the Required Lenders to the Administrative Agent and the Lead Borrower. If the Administrative Agent resigns as the 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 a Specified Event of Default shall have occurred and be continuing, or unless such successor agent is Cortland Capital Markets, Wilmington Trust, N.A. or Ankura Trust Company, LLC or any of their respective Affiliates) be subject to approval by the Lead Borrower (which approval shall not be unreasonably withheld or delayed, conditioned or delayed) and following such approval, the Borrowers shall use commercially reasonable efforts to cause such successor agent to accept such appointment (including by paying customary agency fees to such successor agent)), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuingcontinuing or unless such successor agent is Cortland Capital Markets, Wilmington Trust, N.A. or Ankura Trust Company, LLC or any of their respective Affiliates) be subject to approval by the Borrower BorrowerBorrowers (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten thirty (30) days’ notice to the Lenders and the BorrowerCompany; provided, that if the Agent resigns, it shall also resign as Issuing Bank. If the Administrative Agent resigns as and the Administrative Agent Issuing Bank resign under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent and Issuing Bank for the Lenders, which . If no successor agent shall (unless and Issuing Bank is appointed prior to the effective date of the resignation of the Agent and Issuing Bank, the Agent may appoint, after consulting with the Lenders and the Company, a Specified Event of Default shall have occurred successor agent and be continuing) be subject to approval Issuing Bank from among the Lenders. Upon the acceptance by the Borrower (which approval shall not be unreasonably withheld or delayed)Lender so selected of its appointment as successor agent and Issuing Bank hereunder, whereupon such successor agent shall succeed to all of the rights, powers and duties of the Administrative Agent, retiring Agent and Issuing Bank and the reference to terms “Agent” and “Issuing Bank” as used herein and in the resigning Administrative Agent means other Financing Agreements shall mean such successor agent effective upon such appointment and approval, Issuing Bank and the former Administrative retiring Agent’s rightsand Issuing Bank’s appointment, powers and duties as Agent and Issuing Bank shall be terminated. After any retiring Agent’s and Issuing Bank’s resignation hereunder as Agent and Issuing Bank, without the provisions of this Section 12 shall inure to its benefit as to any other actions taken or further act or deed on omitted by it while it was the part of such former Administrative Agent or any of the parties to and Issuing Bank under this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAgreement. If no successor agent has accepted appointment as Administrative Agent and Issuing Bank by the date that which is ten thirty (30) days following after the date of a retiring Administrative Agent’s and Issuing Bank’s notice of resignation, the retiring Administrative Agent’s and Issuing Bank’s resignation will nevertheless shall nonetheless thereupon become effective, effective and the Required Lenders will thereafter shall perform all of the duties of such Administrative the Agent and Issuing Bank hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred agent and be continuing) be subject to approval by Issuing Bank as provided for above. Upon the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative AgentIssuing Bank’s resignation hereunder, such Issuing Bank’s obligations to issue Letters of Credit shall terminate but it shall retain all of the rights and obligations of the Issuing Bank hereunder with respect to Letters of Credit outstanding as Administrative Agent, of the provisions effective date of this Section 9.09 its resignation and all Letter of Credit Obligations with respect thereto (including the right to require the Lenders to make Revolving Loans or fund risk participations in outstanding Letter of Credit Obligations) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documentscontinue.

Successor Agent. The Administrative Agent may resign as at any time by giving notice thereof to the Banks and the Credit Parties and the Administrative Agent, shall resign in the event its Commitment (without participants) is reduced to less than the Commitment of any other Bank. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Administrative Agent upon ten days’ notice to the Lenders and the Borrower. If the which successor Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan Documentsshall be subject to Fronting Bank’s approval and, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified provided no Guarantor Event of Default shall have has occurred and be is then continuing) , be subject to approval by the Borrower (AMB LP’s approval, which approval (in both cases) 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders Majority Banks and approved by AMB LP and the Fronting Bank, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless be the Administrative Agent who shall act until the Majority Banks shall appoint an Administrative Agent. Any appointment of a Specified successor Administrative Agent by the Majority Banks or the retiring Administrative Agent pursuant to the preceding sentence shall be subject to the approval of the Fronting Bank approval and, provided no Guarantor Event of Default shall have has occurred and be is then continuing) be subject to approval by the Borrower (, AMB LP’s approval, which approval (in either case) shall not be unreasonably withheld or delayed). Upon the acceptance of its 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 and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Section 9.09 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent. For gross negligence or willful misconduct, as determined by all the Banks (excluding for such determination Administrative Agent under this Agreement in its capacity as a Bank, as applicable), or if the Administrative Agent becomes a Defaulting Bank (as determined by the Majority Banks other than the Administrative Agent in its capacity as a Bank, and the other Loan DocumentsBorrower), Administrative Agent may be removed at any time by giving at least thirty (30) Business Days’ prior written notice to Administrative Agent and Borrower. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent in accordance with the provisions of this Section 7.8.

Successor Agent. The Administrative Any Agent may may, at any time, resign as Administrative Agent upon ten --------------- 60 days’ ' written notice to the Lenders and the BorrowerLenders. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the Lenders, Agent (which successor agent Agent shall (unless a Specified be reasonably satisfactory to the Borrower so long as no Event of Default shall have occurred and be continuing) be subject to approval by continuing at 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part time of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loansappointment). If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment within 10 appointment, with 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of Borrower shall have the Lenders, right to appoint a successor Administrative Agent which shall be provided such successor is a Lender hereunder or a commercial bank with an office in New York, New York, organized under the laws of the United States of America or an Affiliate of any such bankState thereof and has a combined capital and surplus of at least $400,000,000. If no successor agent has accepted Upon the acceptance of any appointment as Administrative an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the date that is ten days following a retiring Administrative Agent’s notice rights, powers, privileges and duties of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the retiring Agent shall be discharged from its duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if anyand obligations as an Agent, as appropriate, under this Agreement and the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred other Credit Documents and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 ------------ shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative an Agent under this Agreement Credit Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within 60 days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the other Loan DocumentsLenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Likewise, if no successor Collateral Agent has accepted appointment as Collateral Agent within 60 days after the retiring Collateral Agent's giving notice of resignation, the retiring Collateral Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Collateral Agent under the Collateral Documents until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided for above. Subject to the foregoing terms of this Section 10.09, there shall at all times be a Person or Persons serving as ------------- Administrative Agent hereunder and, so long as no Default or Event of Default shall have occurred and be continuing, the appointment of any new Administrative Agent shall require the consent of the Borrower (which consent shall not be unreasonably withheld).

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten 30 days’ notice to the Lenders Lenders, the Letter of Credit Issuers and the Borrower. If the Administrative Agent resigns shall resign as the Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the Lenderssuccessor, which successor agent (other than a Disqualified Institution) shall (unless a Specified an Event of Default under Section 10.1(a) or (f) with respect to 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, Agent and the reference to the resigning term “Administrative Agent means Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as the Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankbank (other than a Disqualified Institution), which successor agent shall (unless (i) an Event of Default under Section 10.1(a) or (f) with respect to Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed by Borrower). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Section and Section 11.5 shall continue in effect for the benefit of such retiring Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent. If no successor agent has accepted appointment as Administrative Agent by the date that is ten 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, and the Required Lenders will thereafter shall assume and perform all of the duties of such the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation agent is appointed as Administrative Agent, the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documentsprovided for above.

Successor Agent. The (a) Subject to the terms of this paragraph, the Administrative Agent may resign at any time from its capacity as such. In connection with such resignation, the Administrative Agent upon ten days’ shall give notice of its intent to resign to the Lenders and the Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon receipt of any such notice of resignation, then the Required Lenders shall have the right, in consultation with the Borrower, to appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loansadministrative agent. If no successor administrative agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the retiring Administrative Agent gives notice of its resignationintent to resign, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the date that is ten days following a rights, powers, privileges and duties of the retiring Administrative Agent’s , and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. (b) Notwithstanding paragraph (a) of this Section 11.06, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of resignationits intent to resign, the retiring Administrative Agent’s Agent may give notice of the effectiveness of its resignation will nevertheless thereupon become effectiveto the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Credit Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Credit Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders will thereafter perform shall succeed to and become vested with all the rights, powers, privileges and duties of such the retiring Administrative Agent Agent, provided, further that (i) all payments required to be made hereunder and/or or under any other Loan Document until to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall Person and (unless a Specified Event of Default shall have occurred ii) all notices and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld other communications required or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted contemplated to be taken by it while it was given or made to the Administrative Agent under this Agreement and shall also directly be given or made to each Lender. Following the other Loan Documents.effectiveness of the

Successor Agent. The Administrative Agent may resign as Administrative Agent upon at any time by giving ten (10) days’ ' prior written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such notice of resignation, then the Required Lenders will, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor agent for to the Lenders, which successor agent Administrative Agent (PROVIDED that the Borrower's consent shall (unless a Specified not be required in the event an Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignationsuch ten-day period, then the retiring Administrative Agent may, on behalf of the LendersLenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate from among the Lenders. Upon the acceptance of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which such successor Administrative Agent shall (unless a Specified Event thereupon succeed to and become vested with all the rights, powers, privileges and duties of Default the retiring Administrative Agent, and the retiring Administrative Agent shall have occurred be discharged from its duties and be continuing) be subject to approval by obligations hereunder and under the Borrower (which approval shall not be unreasonably withheld or delayed)other Credit Documents. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Section 9.09 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent under this Agreement 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 Agent. The Administrative Agent may resign as Administrative Agent upon ten from the performance of all its respective functions and duties hereunder and/or under the other Loan Documents at any time by giving 30 days’ prior written notice to the Lenders and the Parent Borrower. If Any such resignation by an Administrative Agent hereunder shall also constitute its resignation as Collateral Agent, if applicable. Such resignation shall take effect upon the appointment of a successor Administrative Agent and Collateral Agent, if applicable, pursuant to clauses (b) and (c) below or as otherwise provided below. (a) Upon any such notice of resignation by the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsAgent, then the Required Lenders shall appoint from among the Lenders a successor agent for Administrative Agent and Collateral Agent, if applicable, hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the LendersParent Borrower, which successor agent acceptance shall not be unreasonably withheld or delayed (unless a Specified provided that the Parent Borrower’s approval shall not be required if an Event of Default then exists). (b) If a successor Administrative Agent and Collateral Agent, if applicable, shall not have occurred and be continuing) be subject to approval by been so appointed within such 30 day period, the Administrative Agent, with the consent of the Parent Borrower (which approval consent shall not be unreasonably withheld or delayed, provided that the Parent Borrower’s consent shall not be required if an Event of Default then exists), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which and Collateral Agent, if applicable, who shall be serve as Administrative Agent and Collateral Agent, if applicable, hereunder or thereunder until such time, if any, as the Required Lenders appoint a bank with an office in New Yorksuccessor Administrative Agent and Collateral Agent, New Yorkif applicable, or an Affiliate of any such bank. as provided above. (c) If no successor agent has accepted appointment as Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 15th day after the date that is ten days following a retiring such notice of resignation was given by the Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon shall become effective, effective and the Required Lenders will shall thereafter perform all the duties of such the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall Agent as provided above. (unless d) Upon a Specified Event resignation of Default shall have occurred and be continuing) be subject the Administrative Agent pursuant to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agentthis subsection 9.10, the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Section 9 (and the analogous provisions of the other Loan Documents) shall continue in effect for the benefit of the Administrative Agent for all of its actions and inactions while serving as the Administrative Agent.

Successor Agent. The (a) Subject to the terms of this paragraph, the Administrative Agent may resign at any time from its capacity as such. In connection with such resignation, the Administrative Agent upon ten days’ shall give notice of its intent to resign to the Lenders and the Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon receipt of any such notice of resignation, then the Required Lenders shall have the right, in consultation with the Borrower, to appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loansadministrative agent. If no successor administrative agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the retiring Administrative Agent gives notice of its resignationintent to resign, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the date that is ten days following a rights, powers, privileges and duties of the retiring Administrative Agent’s , and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower and such successor. (b) Notwithstanding paragraph (a) of this Section 11.06, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of resignationits intent to resign, the retiring Administrative Agent’s Agent may give notice of the effectiveness of its resignation will nevertheless thereupon become effectiveto the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Credit Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Credit Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders will thereafter perform shall succeed to and become vested with all the rights, powers, privileges and duties of such the retiring Administrative Agent Agent, provided, further that (i) all payments required to be made hereunder and/or or under any other Loan Document until to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such time, if any, as Person and (ii) all notices and other communications required or contemplated to be given or made to the Required Lenders appoint a successor Administrative Agent, which Agent shall (unless a Specified Event also directly be given or made to each Lender. Following the effectiveness of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation from its capacity as Administrative Agentsuch, the provisions of this Article and Section 9.09 10.07, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent and in respect of the matters referred to in the proviso under this Agreement and the other Loan Documentsclause (a) above.

Successor Agent. (a) The Administrative Agent may resign as Administrative Agent upon ten 10 days’ notice to the Lenders and the BorrowerBorrower which resignation may be rescinded if agreed between the Borrower and the resigning Administrative Agent (each in their sole discretion, and without the consent of any Secured Party), so long as no successor has been appointed in accordance with this Section 8.09. If the Administrative Agent resigns shall resign as the Administrative Agent under this Agreement and the other Loan Documents, then the Borrower shall have the right, subject to the reasonable consent of the Required Lenders shall appoint from among upon at least five (5) Business Days’ notice to the Lenders to appoint a successor agent for (so long as, if no successor has been consented to by the LendersRequired Lenders pursuant to this sentence within five (5) Business Days of such notice, which successor agent shall (unless a Specified Event of Default the outgoing Administrative Agent shall have occurred and the right to consent) which shall be continuing(x) be subject to approval by a third party institution that customarily acts as a “trustee” or “agent” or (y) a bank with an office in the Borrower (which approval shall not be unreasonably withheld United States, or delayed)an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning term “Administrative Agent means Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, and the Required Lenders will thereafter shall assume and perform all of the duties of such the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Borrower (or the Required Lenders L▇▇▇▇▇▇) appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Agent may shall have the right to resign as Administrative Agent upon ten at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower. If Borrower and the Administrative Agent resigns may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and the Administrative Agent and signed by the Required Lenders. The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent under this Agreement and hereunder, subject to the other Loan Documents, then reasonable satisfaction of the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 ’s resignation shall become effective on the reference to earlier of (i) the resigning acceptance of such successor Administrative Agent means such successor agent effective upon such appointment by the Borrower and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted or (ii) the thirtieth day after such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation. Upon any such notice of resignation or any such removal, then the retiring Administrative Agent may, on behalf of the Lenders, appoint if a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent not already been appointed by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred the right, upon five Business Days’ notice to the Borrower and be continuing) be subject to receipt of approval by the Borrower (which approval shall not be unreasonably withheld or delayed), to appoint a successor Administrative Agent. If neither the Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent, the Required Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9.09 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documentshereunder.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten thirty days’ notice to the Lenders and the Borrower. Any such resignation by the Administrative Agent hereunder shall also constitute its resignation as Swingline Lender and an Issuing Bank, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights as Issuing Bank with respect to any Letters of Credit issued by it prior to the date of such resignation. If the Administrative Agent resigns as the 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 a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or or under any other Loan Document until such time, if any, as the Required Lenders Lenders, Swingline Lender and the Issuing Banks appoint a successor Administrative Agent, Agent which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving written notice thereof to the Lenders and the Borrower. If Company, such resignation to be effective upon the appointment of a successor Administrative Agent resigns as the or, if no successor Administrative Agent under this Agreement and the other Loan Documentshas been appointed, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 forty-five days after the retiring Administrative Agent gives notice of its resignation, then the retiring intention to resign. The Administrative Agent maymay be removed at any time with or without 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; provided that the Administrative Agent may not be removed unless the Administrative Agent (in its individual capacity) and any Affiliate thereof acting as an Issuer is relieved of all of its duties as an Issuer pursuant to documentation reasonably satisfactory to such Person on or prior to the date of such removal. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAgent. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the date that is ten Required Lenders within thirty days following a retiring after the resigning Administrative Agent’s giving notice of resignationits intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent. If the Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter may perform all the duties of such the Administrative Agent hereunder and/or under any and the Borrowers shall make all payments in respect of the Obligations to the applicable Lender and for all other Loan Document purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such time, if any, successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as the Required Lenders appoint Administrative Agent hereunder by a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such successor Administrative Agent under this Agreement shall thereupon succeed to and become vested with all the other Loan Documents.rights, powers, privileges and duties of the resigning or removed

Successor Agent. The Subject to the appointment and acceptance of a successor to the Administrative Agent as provided in this paragraph, the Administrative Agent may resign as Administrative Agent upon ten days’ notice to at any time by notifying the Lenders Lenders, the Issuing Bank and the BorrowerBorrowers. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the Lenderssuccessor, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the consent of the Parent Borrower (which approval consent shall not be unreasonably withheld withheld); provided that the Parent Borrower’s consent shall not be required if a payment or delayed), whereupon such successor agent shall succeed to the rights, powers and duties bankruptcy Event of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term LoansDefault exists. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, 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, subject to the consent of the Parent Borrower (which consent shall not be unreasonably withheld); provided that the Parent Borrower’s consent shall not be required if a payment or bankruptcy Event of Default exists. If no successor agent has accepted Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the date that is ten days following a retiring Administrative Agent’s notice rights, powers, privileges and duties of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such retiring Administrative Agent shall be discharged from its duties and obligations hereunder and/or (other than with respect to its obligations under Section 10.12). The fees payable by any other Loan Document until such time, if any, as the Required Lenders appoint Borrower to a successor Administrative Agent, which Agent shall (be the same as those payable to its predecessor unless a Specified Event of Default shall have occurred otherwise agreed between the Borrowers and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)such successor. After any retiring the Administrative CREDIT AGREEMENT, Page 133 Agent’s resignation as Administrative Agenthereunder, the provisions of this Article IX and Section 9.09 10.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent under this Agreement and the other Loan DocumentsAgent.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten thirty days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders L▇▇▇▇▇▇ shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders L▇▇▇▇▇▇ will thereafter perform all the duties of such Administrative Agent hereunder and/or or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Agent may resign as at any time by giving notice thereof to the Banks and the Credit Parties and the Administrative Agent, shall resign in the event its Commitment (without participants) is reduced to less than the Commitment of any other Bank. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Administrative Agent upon ten days’ notice to the Lenders and the Borrower. If the which successor Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan Documentsshall be subject to Fronting Bank’s approval and, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified provided no Guarantor Event of Default shall have has occurred and be is then continuing) , be subject to approval by the Borrower (AMB LP’s approval, which approval (in both cases) 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders Majority Banks and approved by AMB LP and the Fronting Bank, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless be the Administrative Agent who shall act until the Majority Banks shall appoint an Administrative Agent. Any appointment of a Specified successor Administrative Agent by the Majority Banks or the retiring Administrative Agent pursuant to the preceding sentence shall be subject to the approval of the Fronting Bank approval and, provided no Guarantor Event of Default shall have has occurred and be is then continuing) be subject to approval by the Borrower (, AMB LP’s approval, which approval (in either case) shall not be unreasonably withheld or delayed). Upon the acceptance of its 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 and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Section 9.09 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent. For gross negligence or willful misconduct, as determined by all the Banks (excluding for such determination Administrative Agent under in its capacity as a Bank), Administrative Agent may be removed at any time by giving at least thirty (30) Business Days’ prior written notice to Administrative Agent and Borrower. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent in accordance with the provisions of this Agreement and the other Loan DocumentsSection 7.8.

Successor Agent. The Administrative Agent may resign as the Administrative Agent upon ten days’ notice to the Lenders Lenders, the Letter of Credit Issuers and the Parent Borrower. If the Administrative Agent resigns shall resign as the Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the Lenderssuccessor, which successor agent shall (unless a Specified an Event of Default under Section 10.1(a) or (h) with respect to any of the Borrowers shall have occurred and be continuing) be subject to approval by the Parent 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the retiring Administrative Agent gives notice of its resignationresignation (or such earlier day as shall be agreed by the Required Lenders, the “Resignation Effective Date”), then the retiring Administrative Agent maymay (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank, which successor agent shall (unless (i) an Event of Default under Section 10.1(a) or (h) with respect to the Parent Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Parent Borrower (which approval shall not be unreasonably withheld or delayed by the Parent Borrower). If no successor agent has accepted appointment as the Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignationResignation Effective Date, the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, and the Required Lenders will thereafter shall assume and perform all of the duties of such the Administrative Agent hereunder and/or until such time, if any, as a successor agent is appointed as provided for above. With effect from the Resignation Effective Date (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Letter of Credit Issuers under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other Loan Document amounts then owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent (other than as provided in Section 5.4(i) and other than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent as of the Resignation Effective Date), the term “Administrative Agent” shall mean such successor agent, which and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder or under the other Loan Documents (unless a Specified Event if not already discharged therefrom as provided above in this Section), without any other or further act or deed on the part of Default shall have occurred and be continuing) be subject such former Administrative Agent or any of the parties to approval this Agreement or any holders of the Loans. The fees payable by the Parent Borrower (which approval to a successor Administrative Agent shall not be unreasonably withheld or delayed)the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After any retiring the Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Article and Section 9.09 11.5 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them (i) while it was the retiring Administrative Agent was acting as the Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under this Agreement and the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns as the 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 LendersLenders (or with the consent of the Borrower, such other financial institution), which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayeddelayed if such successor is a commercial bank with a combined capital and surplus of at least $5.0 billion, and otherwise may be withheld in the Borrower’s sole discretion), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such retiring Administrative Agent hereunder and/or under any other Loan Document until such timeshall, if anyon behalf of the Lenders, as the Required Lenders appoint a successor Administrative Agent, agent which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Borrower shall have no obligation to pay any annual fee to any successor that is greater than or in addition to the annual fees payable to the Administrative Agent as in effect on the Closing Date.

Successor Agent. The Administrative Agent may resign as the Administrative Agent upon ten 30 days’ notice to the Lenders and the BorrowerCompany. If the Administrative Agent resigns shall resign as the 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 a Specified an Event of Default under Section 8(a) or Section 8(f) with respect to the Company shall have occurred and be continuing) be subject to approval by the Borrower Company (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning term “Administrative Agent means Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten 30 days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effectiveAgent may, on behalf of the Lenders and with the Required Lenders will thereafter perform all consent of the duties Company (such consent not to be unreasonably withheld and, which consent, shall not be required if an Event of such Administrative Agent hereunder and/or Default under any other Loan Document until such timeSection 8(a) or Section 8(f) with respect to the Company shall have occurred and be continuing), if any, as the Required Lenders appoint a successor Administrative Agent, which which, in the case of the Administrative Agent, shall (unless be a Specified Event commercial bank organized or licensed under the laws of Default the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall have occurred thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation as the Administrative Agent, the provisions of this Section 9.09 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns as the 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 a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayeddelayed if such successor is a commercial bank with a combined capital and surplus of at least $5.0 billion, and otherwise may be withheld in the Borrower’s sole discretion), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such retiring Administrative Agent hereunder and/or under any other Loan Document until such timeshall, if anyon behalf of the Lenders, as the Required Lenders appoint a successor Administrative Agent, agent which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. The Borrower shall have no obligation to pay any annual fee to any successor that is greater than or in addition to the annual fees payable to the Administrative Agent as in effect on the Second Amendment Effective Date.

Successor Agent. The Subject to the terms of this Section 13.7, the Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving written notice thereof to the Lenders and the BorrowerCompany. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment appointment, within 10 thirty (30) days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which selected from among the Lenders. In either case, such appointment shall be a bank with subject to the prior written approval of the Company (which approval may not be unreasonably withheld or delayed and shall not be required upon the occurrence and during the continuance of an office in New York, New York, or an Affiliate Event of Default). Upon the acceptance of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which such successor Administrative Agent shall (unless a Specified Event succeed to, and become vested with, all the rights, powers, privileges and duties of Default the retiring Administrative Agent, and the retiring Administrative Agent shall have occurred be discharged from its duties and be continuing) be subject obligations under this Agreement and the other Loan Documents. Prior to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Section 9.09 shall inure to its benefit Article XIII as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. If no Lender has accepted appointment as a successor Administrative Agent within 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 assume and perform all of the duties of the retiring Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The resignation and removal of the Collateral Agent shall be governed by the Intercreditor Agreement.

Successor Agent. The Sustainability Agent and Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving notice thereof to the Lenders and the Borrower. If the Loan Parties, and Administrative Agent resigns as shall resign in the event its Commitment (without participants) is reduced to less than the Commitment of any other Lender. Upon any such resignation, the Majority Lenders shall have the right to appoint a successor 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 Administrative Agent shall (unless a Specified be subject to Fronting Lender’s approval and, provided no Guarantor Event of Default shall have has occurred and be is then continuing) , be subject to approval by the Borrower (Prologis’ approval, which approval (in both cases) 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Majority Lenders and approved by Prologis and the Fronting Lender, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent Agent, which shall be Administrative Agent who shall act until the Majority Lenders shall appoint an Administrative Agent. Any appointment of a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, Majority Lenders or the retiring Administrative Agent’s resignation will nevertheless thereupon become effectiveAgent pursuant to the preceding sentence shall be subject to the approval of the Fronting Lender approval and, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified provided no Guarantor Event of Default shall have has occurred and be is then continuing) be subject to approval by the Borrower (, Prologis’ approval, which approval (in either case) shall not be unreasonably withheld or delayed). Upon the acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Section 9.09 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. For gross negligence or willful misconduct, as determined by all the Lenders (excluding for such determination Administrative Agent under in its capacity as a Lender, as applicable), or if Administrative Agent becomes a Defaulting Lender (as determined by the Majority Lenders other than Administrative Agent in its capacity as a Lender, and Prologis), Administrative Agent may be removed at any time by giving at least 30 Business Days’ prior written notice to Administrative Agent and Prologis. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent in accordance with the provisions of this Agreement and the other Loan DocumentsSection 7.8.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ notice to at any time by notifying the Lenders and the Borrower. If Upon any such resignation, the Majority Lenders shall have the right to appoint a successor Administrative Agent resigns as the 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 a Specified Event of Default 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 acceptable to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term LoansBorrower. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be Agent, having a bank with an office in New York, New York, combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank. If , and reasonably acceptable to the Borrower, provided that (i) the Borrower shall be deemed to have accepted the appointment of such successor Administrative Agent if it shall not have objected to such appointment within five Business Days of notice, sent by overnight courier service, of such appointment by the retiring Administrative Agent and (ii) if no successor agent shall be appointed by the retiring Administrative Agent then the Lenders shall perform all such duties and obligations until a successor is appointed and has accepted such appointment. Upon the acceptance of any appointment as Administrative Agent under this Agreement by a successor bank, such successor shall succeed to and become vested with all the date that is ten days following a rights, powers, privileges and duties of the retiring Administrative Agent’s notice of resignation, Agent and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agentthis Agreement, the provisions of this Article and Section 9.09 8.06 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. Any resignation by the Administrative Agent as Administrative Agent pursuant to this Section shall also constitute its resignation as the Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall, to the extent it shall so agree with the Borrower, succeed to and become vested with all of the rights, powers, privileges and duties of the Swingline Lender, and (ii) the Administrative Agent, as Swingline Lender, shall be discharged from all of its duties and obligations hereunder or under this Agreement and the other Loan Credit Documents.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving written notice thereof to the Lenders and the Borrower. If Upon any such resignation, the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan Documents, then the Required Requisite Lenders shall have the right to appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders Requisite Lenders, and shall have accepted such appointment appointment, within 10 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which Agent, selected from among the Lenders or, if no Lender shall be a bank with an office in New York, New York, or an Affiliate of any have accepted such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignationappointment, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, Lenders shall assume and the Required Lenders will thereafter perform all of the duties of such the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Requisite Lenders appoint a successor Administrative AgentAgent as provided for above. In either case, which such appointment shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to the prior written approval by of the Borrower (which approval shall may not be unreasonably withheld or delayedand shall not be required upon the occurrence and during the continuance of an Event of Default). After Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Section 9.09 shall inure to its benefit Article XII as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Agent may resign --------------- at any time by giving not less than thirty (30) days' prior written notice thereof to Lenders and the Borrowers. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Administrative Agent's giving notice of resignation, then the resigning Administrative Agent may, on behalf of Lenders, appoint a successor Administrative Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Administrative Agent has been appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning Administrative Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of Administrative Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent as provided above. Any successor Administrative Agent appointed by the Requisite Lenders hereunder shall be subject to the approval of Borrowers, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be -------- required if a Default or an Event of Default shall have occurred and be continuing. Upon the acceptance of any appointment as Administrative Agent upon ten days’ notice to the Lenders and the Borrower. If the hereunder by a successor Administrative Agent, such successor Administrative Agent resigns shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent. Upon the earlier of the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent or the effective date of the resigning Administrative Agent's resignation, the resigning Administrative Agent shall be discharged from its duties and obligations 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 a Specified Event except that any indemnity rights or other rights in favor of Default 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 reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)continue. After any retiring resigning Administrative Agent’s 's resignation as Administrative Agenthereunder, the provisions of this Section 9.09 10.06 shall inure to its benefit as to ------------- any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Agent may resign as Administrative Agent at any time upon ten 30 days’ notice to the Lenders and with a written copy of such notice to the Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders ▇▇▇▇▇▇▇ shall appoint from among the Lenders a successor agent for the Lendersagent, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the consent of the Borrower (which approval shall not be unreasonably withheld or delayedother than during the continuance of any Event of Default). Upon the acceptance of its appointment as successor agent ▇▇▇▇▇▇▇▇▇, whereupon such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documents and the reference to the resigning term “Administrative Agent means Agent” shall mean such successor agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder, without any other or further act or deed on the part provisions of this Article VIII and Section 9.05 shall inure to the benefit of such former retiring Administrative Agent Agent, its sub-agents or attorneys in fact and such Administrative Agent’s Related Parties as to any actions taken or omitted to be taken by any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after them while the retiring Administrative Agent gives notice of its resignation, then was the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankunder this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date that which is ten 30 days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, effective and the Required Lenders will thereafter shall perform all of the duties of such the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders ▇▇▇▇▇▇▇ appoint a successor Administrative Agent, which shall (unless a Specified Event agent as provided for above; provided that in the case of Default shall have occurred and be continuing) be subject to approval any security held by the Borrower Administrative Agent on behalf of the Lenders under the Loan Documents, the retiring Administrative Agent shall continue to hold such security in a custodial capacity only as gratuitous bailee until such time as a successor agent is appointed or deposit such security with a court of competent jurisdiction (which approval shall not be unreasonably withheld or delayedat the expense of ▇▇▇▇▇▇▇). After any retiring Administrative Agent’s resignation as Administrative Agent, Any Person into which the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the other Loan DocumentsAdministrative Agent shall be a party, or any Person succeeding to the business of the Administrative Agent shall be the successor of the Administrative Agent without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto, except where an instrument of transfer or assignment is required by law to effect such succession, anything herein to the contrary notwithstanding.

Successor Agent. The Subject to the appointment and acceptance of a successor to the Administrative Agent as provided in this paragraph, the Administrative Agent may resign as Administrative Agent upon ten days’ notice to at any time by notifying the Lenders Lenders, the Issuing Bank and the BorrowerBorrowers. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the Lenderssuccessor, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the consent of the Parent Borrower (which approval consent shall not be unreasonably withheld withheld); provided that the Parent Borrower’s consent shall not be required if a payment or delayed), whereupon such successor agent shall succeed to the rights, powers and duties bankruptcy Event of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term LoansDefault exists. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, 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, subject to the consent of the Parent Borrower (which consent shall not be unreasonably withheld); provided that the Parent Borrower’s consent shall not be required if a payment or bankruptcy Event of Default exists. If no successor agent has accepted Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the date that is ten days following a retiring Administrative Agent’s notice rights, powers, privileges and duties of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such retiring Administrative Agent shall be discharged from its duties and obligations hereunder and/or (other than with respect to its obligations under Section 10.12). The fees payable by any other Loan Document until such time, if any, as the Required Lenders appoint Borrower to a successor Administrative Agent, which Agent shall (be the same as those payable to its predecessor unless a Specified Event of Default shall have occurred otherwise agreed between the Borrowers and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)such successor. After any retiring the Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Article IX and Section 9.09 10.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties (other than a Disqualified Institution or an Affiliate thereof) in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent. Notwithstanding anything to the contrary herein, no Disqualified Institution (nor any Affiliate thereof) may be appointed as a successor Administrative Agent under this Agreement and the or any agent in any other Loan Documentscapacity.

Successor Agent. The Subject to the appointment and acceptance of a successor to the Administrative Agent as provided in this paragraph, the Administrative Agent may resign as Administrative Agent upon ten days’ notice to at any time by notifying the Lenders Lenders, the Issuing Bank and the BorrowerBorrowers. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the Lenderssuccessor, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the consent of the Parent Borrower (which approval consent shall not be unreasonably withheld withheld); provided that the Parent Borrower’s consent shall not be required if a payment or delayed), whereupon such successor agent shall succeed to the rights, powers and duties bankruptcy Event of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term LoansDefault exists. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and the Issuing Bank, 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, subject to the consent of the Parent Borrower (which consent shall not be unreasonably withheld); provided that the Parent Borrower’s consent shall not be required if a payment or bankruptcy Event of Default exists. If no successor agent has accepted Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the date that is ten days following a retiring Administrative Agent’s notice rights, powers, privileges and duties of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such retiring Administrative Agent shall be discharged from its duties and obligations hereunder and/or (other than with respect to its obligations under Section 10.12). The fees payable by any other Loan Document until such time, if any, as the Required Lenders appoint Borrower to a successor Administrative Agent, which Agent shall (be the same as those payable to its predecessor unless a Specified Event of Default shall have occurred otherwise agreed between the Borrowers and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)such successor. After any retiring the Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Article IX and Section 9.09 10.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent. Notwithstanding anything to the contrary herein, no Disqualified Institution (nor any Affiliate thereof) may be appointed as a successor Administrative Agent under this Agreement and the or any agent in any other Loan Documentscapacity.

Successor Agent. The Administrative Agent may resign as the Administrative Agent upon ten 30 days’ notice to the Lenders Lenders, the Letter of Credit Issuers and the Borrower. If the Administrative Agent resigns shall resign as the Administrative Agent under this Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the Lenderssuccessor, which successor agent (other than a Disqualified Institution) shall (unless a Specified an Event of Default under Section 10.1(a) or (h) 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, Agent and the reference to the resigning term “Administrative Agent means Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as the Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankbank (other than a Disqualified Institution), which successor agent shall (unless (i) an Event of Default under Section 10.1(a) or (h) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a Lender) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed by the Borrower). Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor the Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Section and Section 11.5 shall continue in effect for the benefit of such retiring the Administrative Agent in respect of any actions taken or omitted to be taken by any of them while it was acting as the Administrative Agent. If no successor agent has accepted appointment as the Administrative Agent by the date that is ten 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, and the Required Lenders will thereafter shall assume and perform all of the duties of such the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation agent is appointed as Administrative Agent, the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documentsprovided for above.