Common use of Successor Agents Clause in Contracts

Successor Agents. Each Agent may resign at any time upon 10 days’ written notice to the Lenders, the Issuing Lender and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the resigning Agent gives notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 shall continue in effect for the benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as Agent.

Successor Agents. Each (a) The Administrative Agent may resign at any time upon 10 days’ written notice to the Lenders, the Issuing Lender Lenders and the Borrower. Upon any such resignationIf the Administrative Agent shall so resign under this Agreement and the other Loan Documents, then the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent for the Lenders, which successor Agent agent shall (unless an Event of Default under Section 7(a) or Section 7(f8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld withheld, conditioned or delayed), whereupon such successor Agent agent shall succeed to the rights, powers and duties of the resigning Agent, Administrative Agent and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent agent effective upon such appointment and approval, and the resigning former 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 resigning former Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed agent has accepted appointment as Administrative Agent by the Required Lenders and shall have accepted such appointment within date that is 10 days after the resigning Agent gives notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint following a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such retiring Agent’s notice of resignation was given by such Agent(the “Resignation Effective Date”), such the retiring Agent’s resignation shall nevertheless thereupon become effective (and such Agent shall be relieved from its duties and obligations hereunder) effective, and the Required Lenders shall thereafter 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 and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom agent as provided for above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s resignation hereunder, as Administrative Agent the provisions of this Section 8 and Section 9.5 9.7 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was an Agent under this Agreement and the other Loan Documents.

Successor Agents. Each The Administrative Agent may resign at any time as Administrative Agent, upon 10 twenty (20) days’ written notice to the Lenders, the Issuing Lender Lenders and the Borrower. Upon any such resignationIf the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Credit Documents, then the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent, which successor Agent agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent agent shall succeed to the rightsrights (other than any rights to indemnity payments owed to the retiring Administrative Agent), powers and duties of the resigning Administrative Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent agent effective upon such appointment and approval, and the resigning former Administrative Agent’s rightsrights (other than any rights to indemnity payments owed to the retiring Administrative Agent), powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such resigning former Agent or any of the parties to this Agreement or any holders of the Loans. If no applicable successor shall have been so appointed agent has accepted appointment as Administrative Agent by the Required Lenders and shall have accepted date that is twenty (20) days following such appointment within 10 days after the resigning Agent gives retiring Administrative Agent’s notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such retiring Agent’s resignation shall nevertheless thereupon become effective (and except that in the case of any Collateral held by the Administrative Agent for the benefit of the Secured Parties under any of the Credit Documents, the Administrative Agent will continue to hold such collateral security until such time as a successor Administrative Agent shall be relieved from its duties and obligations hereunderis appointed) and the Required Lenders shall thereafter 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 and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom agent as provided for above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunderas the Administrative Agent, the provisions of this Section 8 and Section 9.5 Article XI shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was an Agent under this Agreement and the other Credit Documents.

Successor Agents. (a) Each of the Administrative Agent and the Collateral Agent may resign at any time upon 10 days’ written give notice of its resignation to the Lenders, the Issuing Lender Letter of Credit Issuers and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor Agentright, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect subject to the Borrower shall have occurred and be continuing) be subject to approval by consent of the Borrower (which approval shall not to be unreasonably withheld or delayed)) so long as no Event of Default under Sections 11.1 or 11.5 is continuing, whereupon such successor Agent shall succeed to the rightsappoint a successor, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent which shall be terminateda bank with an office in the United States, without or an Affiliate of any such bank with an office in the United States (other or further act or deed on the part of such resigning Agent or than any of the parties to this Agreement or any holders of the LoansDisqualified Lender). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the resigning retiring Agent gives notice of its resignationresignation (the “Resignation Effective Date”), then the resigning retiring Agent maymay on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b) If the Person serving as the Administrative Agent is a Defaulting Lender pursuant to clause (v) of the definition of Lender Default, the Required Lenders may to the extent permitted by applicable law, subject to the consent of the Borrower (not to be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person remove such Person as the Administrative Agent and, with the consent of the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders (with the consent of the Borrower as required above) and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders and the Borrower) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders and or the Issuing LenderLetter of Credit Issuers under any of the Credit Documents, appoint the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent which shall is appointed) and (2) all payments, communications and determinations provided to be a financial institution with an office in New Yorkmade by, New York, to or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to through the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such retiring or removed Administrative Agent shall instead be relieved from its duties made by or to each Lender and obligations hereunder) and the Required Lenders shall thereafter perform all the duties each Letter of such Agent hereunder and/or under any other Loan Document Credit Issuer directly, until such time, if any, time as the Required Lenders appoint a successor Agent as provided for above in this paragraph (and otherwise subject to the terms above). Upon the acceptance of a successor’s appointment as the Administrative Agent and/or or the Collateral Agent, as the case may be. Any , hereunder, and upon the execution and filing or recording of such resignation by financing statements, or amendments thereto, and such Agent hereunder shall also constituteother instruments or notices, to the extent applicableas may be necessary or desirable, its resignation or as the Issuing LenderRequired Lenders may request, in which case such resigning Agent (a) shall not order to continue the perfection of the Liens granted or purported to be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued granted by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successorSecurity Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the resigning retiring (or retired) or removed Agent, and the resigning retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above), any resignation or removal of Bank of America, N.A. as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Bank of America, N.A. as the Collateral Agent. The fees payable by the Borrower (following the effectiveness of such appointment) to a successor such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an the retiring or removed Agent’s resignation hereunderor removal hereunder and under the other Credit Documents, the provisions of this Section 8 12 (including Section 12.7) and Section 9.5 13.5 shall continue in effect for the benefit of such resigning retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as an Agent. (d) Any resignation by or removal of Bank of America, N.A. as the Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation or removal as Swingline Lender and a Letter of Credit Issuer; provided that, for the avoidance of doubt, (1) it shall retain all the rights, powers, privileges and duties of the Letter of Credit Issuers hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Letter of Credit Issuer and all L/C Obligations with respect thereto (including the right to require L/C Participants to make Revolving Credit Loans pro rata based on their Revolving Commitments Percentages of the applicable Unpaid Drawing pursuant to Section 3.4(a)) and (2) it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require Mandatory Borrowings pursuant to Section 2.1(d). Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swingline Lender and Letter of Credit Issuer, (b) the retiring Swingline Lender and Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor Swingline Lender and Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit issued by such Affiliate of the Administrative Agent or the Administrative Agent, if any, outstanding at the time of such succession or make other arrangements 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 Agents. Each The Administrative Agent may resign at any time as Administrative Agent upon 10 ten days’ written notice to the Lenders, the Issuing Lender Lenders and the Borrower. Upon any such resignationIf the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent for the Lenders, which successor Agent agent shall (unless an Event of Default under Section 7(a8.1(a) or Section 7(f8.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent agent shall succeed to the rights, powers and duties of the resigning Administrative Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent agent effective upon such appointment and approval, and the resigning 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 resigning former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed agent has accepted appointment as Administrative Agent by the Required Lenders and shall have accepted such appointment within 10 date that is ten days after the resigning Agent gives following a retiring Administrative Agent’s notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (and such Agent shall be relieved from its duties and obligations hereunder) effective, and the Required Lenders shall thereafter 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 Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent, if any, hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing or any Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s resignation hereunderas Agent, the provisions of this Section 8 and Section 9.5 9 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent under this Agreement and the other Loan Documents.

Successor Agents. Each The Administrative Agent may resign at any time upon 10 by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Lender Parties and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has been replaced as Administrative Agent and it (or its Affiliate) has been replaced as an Issuing Bank and released from all obligations in respect thereof. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the 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 resigning Agent gives retiring Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLender Parties, appoint a successor Agent Agent, which shall be a financial institution with an office in New York, New York, commercial bank organized under the laws of the United States or an Affiliate of any such financial institutionState thereof and having a combined capital and surplus of at least $250,000,000. If no Upon the acceptance of any appointment as an Agent hereunder by a successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent’s resignation shall become effective (, and such the retiring Agent shall be relieved discharged from its duties and obligations hereunderunder the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent’s resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all the duties of such the retiring 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 and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s resignation hereunderor removal hereunder as an Agent shall have become effective, the provisions of this Section 8 and Section 9.5 Article VIII shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement. In addition to the foregoing, if a Lender becomes, and during any period such Lender remains, a Defaulting Lender, any Issuing Bank or Swing Line Bank may resign at any time by giving 30 days’ prior notice to the Administrative Agent, the Lenders and the Borrower. After the resignation of them while acting as Agentan Issuing Bank hereunder, the retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, renew or increase any existing Letter of Credit. After the resignation of a Swing Line Bank hereunder, the retiring Swing Line Bank shall remain a party hereto and shall continue to have all the rights and obligations of a Swing Line Bank under this Agreement and the other Loan Documents with respect to Swing Line Advances issued by it prior to such resignation, but shall not be required to issue additional Swing Line Advances or to extend, renew or increase any existing Swing Line Advances.

Successor Agents. Each (a) Any Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Administrative Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the resigning retiring Agent gives notice of its resignation, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent which shall be any Lender or a financial institution with an office commercial bank organized under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in New York, New York, or an Affiliate excess of $250,000,000. Upon the acceptance of any appointment as an Agent hereunder, such financial institutionsuccessor agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Agent and the term “Administrative Agent,” “Collateral Agent,” or “Agents,” as the case may be, shall mean such successor agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Agent’s resignation hereunder, 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 an Agent. Any resignation by CIT Finance LLC as Administrative Agent pursuant to this Section 8.09(a) shall also constitute its resignation as the Collateral Agent, as a Swingline Lender and as the Issuing Bank, unless otherwise specifically stated in writing by CIT Finance LLC at its sole option. (b) If within forty-five (45) days after written notice is given of the retiring Agent’s resignation under this Section 8.09 no successor Agent has shall have been appointed pursuant to and shall have accepted such appointment, then on such 45th day (or such later date as such retiring Agent may in its sole discretion notify the immediately preceding sentence by Lenders and the 10th day after Administrative Borrower) (i) the date such notice of resignation was given by such Agent, such retiring Agent’s resignation shall become effective effective, (and such ii) the retiring Agent shall thereupon be relieved discharged from its duties and obligations hereunderunder the Loan Documents and (iii) and the Required Lenders shall thereafter perform all the duties of such the retiring 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 and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s resignation hereunderhereunder as Agent shall have become effective, the provisions of this Section 8 and Section 9.5 Article VIII shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was an Agent under this Agreement.

Successor Agents. Each (a) Any Agent may resign at any time upon 10 days’ written give notice of its resignation to the Lenders, the Issuing Lender Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, with the consent of the Borrower to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of such bank with an office in New York, New York, which successor agent shall (unless an Event of Default under Sections 8.1(a) or 8.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to the approval of the Borrower (which approval shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If at any time either the Borrower or the Required Lenders determine that any Person serving as an Agent is a Defaulting Lender due to a bankruptcy event, the Borrower by notice to the Lenders and such Person or the Required Lenders by notice to the Borrower and such Person may remove such Person as an Agent. If such Person is removed as an Agent, the Required Lenders shall appoint from among the Lenders a successor Agentagent for the Lenders, which successor Agent agent shall (unless an Event of Default under Section 7(a8(a) or Section 7(f8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent agent shall succeed to the rights, powers and duties of the resigning such retiring Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning retiring Agent or any of the parties to this Agreement or any holders of the Loans. Such removal will, to the fullest extent permitted by applicable law, be effective on the date a replacement Agent is appointed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after (or such earlier day as shall be agreed by the resigning Agent gives notice of its resignationRequired Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the resigning Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent may, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Lenders and under any of the Issuing LenderLoan Documents, appoint the retiring or removed Collateral Agent shall continue to hold such Collateral until such time as a successor Collateral Agent which shall is appointed) and (ii) all payments, communications and determinations provided to be a financial institution with an office in New Yorkmade by, New York, to or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to through the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall instead be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, agent as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationprovided for above. Upon the acceptance of its a successor agent’s appointment as Agent hereunder by a successorhereunder, such successor agent shall succeed to and become vested with all of the rights, powers, privileges and duties of the resigning retiring or removed Agent, and the resigning retiring or removed Agent shall be discharged from all of its duties and obligations hereunder (if not already discharged therefrom as provided above)or under the other Loan Documents. The fees payable by the Borrower to a successor Agent agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorsuccessor agent. After an the retiring or removed Agent’s resignation hereunderor removal hereunder and under the other Loan Documents, the provisions of this Section 8 and Section 9.5 9.7 shall continue in effect for the benefit of such resigning Agent, its sub-agents and their respective Related Parties retiring or removed Agent in respect of any actions taken or omitted to be taken by any of them such Agent while such Agent was acting as an Agent.

Successor Agents. Each Any Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the 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 resigning Agent gives retiring Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent Agent, which shall be a financial institution with an office commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in New Yorkthe case of a successor Collateral Agent, New Yorkupon the execution and filing or recording of such financing statements, or an Affiliate 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 any the Liens granted or purported to be granted by the Collateral Documents, such financial institution. If no successor Agent has been appointed pursuant shall succeed to and become vested with all the immediately preceding sentence by rights, powers, discretion, privileges and duties of the 10th day after the date such notice of resignation was given by such retiring Agent, such Agent’s resignation shall become effective (and such the retiring Agent shall be relieved discharged from its duties and obligations hereunderunder the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent’s resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all the duties of such the retiring 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 and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s resignation hereunderor removal hereunder as Agent shall have become effective, the provisions of this Section 8 and Section 9.5 Article VIII shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting it was Agent under this Agreement. It is understood and agreed that no Competitor shall qualify or be appointed as Agenta successor Agent under this Section 8.06.

Successor Agents. Each The Administrative Agent or Collateral Agent may resign at any time as Administrative Agent or Collateral Agent, respectively, upon 10 thirty (30) days’ written notice to the Lenders, the Issuing Lender such other Agent and the Borrower. Upon any If the Administrative Agent or Collateral Agent shall resign as such resignationAgent in its applicable capacity under this Agreement and the other Credit Documents, then the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent, which successor Agent agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld withheld, conditioned or delayed), whereupon such successor Agent agent shall succeed to the rights, powers and duties of the resigning Agentsuch Agent in its applicable capacity, and the term “Administrative Agent” and/or or “Collateral Agent”, as applicablethe case may be, shall mean such successor Agent agent effective upon such appointment and approval, and the resigning former Agent’s rights, powers and duties as the Administrative Agent or the Collateral Agent, in its applicable capacity, shall be terminated, without any other or further act or deed on the part of such resigning former Agent or any of the parties to this Agreement or any holders of the Loans. If no applicable successor shall have been so appointed agent has accepted appointment as such Agent in its applicable capacity by the Required Lenders and shall have accepted date that is thirty (30) days following such appointment within 10 days after the resigning Agent gives retiring Agent’s notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such retiring Agent’s resignation shall nevertheless thereupon become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter assume and perform all of the duties of such 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. After any retiring Agent’s resignation as the Administrative Agent and/or or the Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 Article XII shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was an Agent under this Agreement and the other Credit Documents.

Successor Agents. Each Any Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Parties and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the 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 resigning Agent gives retiring Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLender Parties, appoint a successor Agent Agent, which shall be a financial institution with an office commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in New Yorkthe case of a successor Collateral Agent, New Yorkupon 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 the Collateral Documents, such financial institution. If no successor Agent has been appointed pursuant shall succeed to and become vested with all the immediately preceding sentence by rights, powers, discretion, privileges and duties of the 10th day after the date such notice of resignation was given by such retiring Agent, such Agent’s resignation shall become effective (and such the retiring Agent shall be relieved discharged from its duties and obligations hereunderunder the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents (except in the case of any collateral security held by any Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (c) the Required Lenders shall thereafter perform all the duties of such the retiring 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 and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s resignation hereunderor removal hereunder as Agent shall have become effective, the provisions of this Section 8 and Section 9.5 Article VII shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent under this Agreement.

Successor Agents. Each Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the BorrowerBorrowers. Upon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor AgentAgent with the prior written consent of each Borrower that is not in default hereunder, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the resigning retiring Agent gives notice of its resignation, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent Agent, which shall be a financial institution with an office in New York, New York, commercial bank organized or an Affiliate licensed under the laws of the United States of America or of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice State thereof and having a combined capital and surplus of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationat least $500,000,000. Upon the acceptance of its appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the resigning retiring Agent, and the resigning retiring Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After any retiring Agent's resignation hereunder as an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 Article shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any it while it was an Agent. If no successor agent has accepted appointment as Administrative Agent or Operations Agent, as applicable, by the date which is 30 days following a retiring Agent's notice of them while acting resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties of Administrative Agent or Operations Agent, as Agentapplicable, hereunder until such time, if any, as Required Lenders appoint a successor agent as provided for above.

Successor Agents. Each Agent may resign upon thirty (30) days’ notice to the Lenders and Borrower. In addition, the Required Lenders may remove the Agent at any time upon 10 daysat least five (5) Business Days’ written notice to the LendersBorrower and the existing Agent, with or without cause and without the consent of the Borrower (provided, the Issuing Lender foregoing shall have no effect on the rights of the Borrower in the immediately succeeding sentence with respect to consent over appointment of a replacement Agent). If Agent shall resign or be removed in its capacity under this Agreement and the Borrower. Upon any such resignationother Loan Documents, then the Required Lenders shall have (with the right to appoint from among consent of the Lenders a successor Agent, which successor Agent shall (unless an Borrower so long as no Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have has occurred and be is continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)appoint a successor agent, whereupon such successor Agent agent shall succeed to the rights, powers and duties of the resigning AgentAgent in its capacity, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent agent effective upon such appointment and approval, and the resigning former Agent’s rights, powers and duties as Agent in its capacity shall be terminated, without any other or further act or deed on the part of such resigning former Agent or any of the parties to this Agreement or any holders of the LoansLender. If no applicable successor shall have been so appointed agent has accepted appointment as such Agent in its capacity by the date that is thirty (30) days following such retiring Agent’s notice of resignation or within five (5) Business Days following notice to the Borrower and the existing Agent of such Agent’s removal by the Required Lenders and shall have accepted such appointment within 10 days after the resigning Agent gives notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such AgentLenders, such retiring or removed Agent’s resignation or removal, as applicable, shall nevertheless thereupon become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter assume and perform all of the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders L▇▇▇▇▇▇ appoint a successor Administrative Agent and/or Collateral agent as provided for above. After any retiring or removed Agent’s resignation or removal as Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section 8 Article 12 and Section 9.5 10.3 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was an Agent under this Agreement and the other Loan Documents.

Successor Agents. Each Any Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Parties and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the 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 resigning Agent gives retiring Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLender Parties, appoint a successor Agent Agent, which shall be a financial institution with an office commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in New Yorkthe case of a successor Collateral Agent, New Yorkupon the execution and filing or recording of such financing statements, or an Affiliate 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 any the Liens granted or purported to be granted by the Collateral Documents, such financial institution. If no successor Agent has been appointed pursuant shall succeed to and become vested with all the immediately preceding sentence by rights, powers, discretion, privileges and duties of the 10th day after the date such notice of resignation was given by such retiring Agent, such Agent’s resignation shall become effective (and such the retiring Agent shall be relieved discharged from its duties and obligations hereunderunder the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this Section 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent's resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all the duties of such the retiring 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 and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor After any retiring Agent's resignation or removal hereunder as Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunderhave become effective, the provisions of this Section 8 and Section 9.5 Article VIII shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent under this Agreement.

Successor Agents. Each Any Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Parties and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the 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 resigning Agent gives retiring Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLender Parties, appoint a successor Agent Agent, which shall be a financial institution with an office commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in New Yorkthe case of a successor Collateral Agent, New Yorkupon the execution and filing or recording of such financing statements, or an Affiliate 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 any the Liens granted or purported to be granted by the Collateral Documents, such financial institution. If no successor Agent has been appointed pursuant shall succeed to and become vested with all the immediately preceding sentence by rights, powers, discretion, privileges and duties of the 10th day after the date such notice of resignation was given by such retiring Agent, such Agent’s resignation shall become effective (and such the retiring Agent shall be relieved discharged from its duties and obligations hereunderunder the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent's resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all the duties of such the retiring 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 and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor After any retiring Agent's resignation or removal hereunder as Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunderhave become effective, the provisions of this Section 8 and Section 9.5 Article VII shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent under this Agreement.

Successor Agents. Each Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time upon 10 days’ written notice to by notifying the Lenders, the Issuing Lender Lenders and the Borrower. Upon any such resignationresignation by the Administrative Agent, the Required Lenders shall have the right to appoint from among right, with the Lenders a successor Agent, which successor Agent shall consent (unless an provided no Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have Default has occurred and be is continuing) be subject to approval by of the Borrower (which approval shall such consent not to be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loansappoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the resigning retiring Administrative Agent gives notice of its resignation, then the resigning retiring Administrative Agent may, on behalf with the consent (provided no Event of Default or Default has occurred or is continuing) of the Lenders and the Issuing LenderBorrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a financial bank institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationbank. 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 resigning retiring Administrative Agent, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above)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 an the retiring Administrative Agent’s resignation hereunder, the provisions of this Section 8 Article and Section 9.5 10.04 shall continue in effect for the benefit of such resigning retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.

Successor Agents. Each (a) Subject to the appointment and acceptance of a successor as provided below, each of the Administrative Agent and the Collateral Agent may resign at any time upon 10 days’ written by giving notice thereof to the Lendersother Agents, the Issuing Lender Lenders and the Borrower, and each such Agent may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor to the applicable Agent, which . If no successor Agent shall have been appointed by the Required Lenders, and shall have accepted such appointment within thirty (unless an Event 30) days after the resigning Agent’s giving of Default under Section 7(a) notice of resignation or Section 7(f) with respect the giving of any notice of removal of any such Agent, then the resigning Agent or Agent being removed, as the case may be, may petition a court of competent jurisdiction to appoint a successor to such Agent; provided that in no event shall any such successor Agent be a Defaulting Lender. If the Collateral Agent shall resign or be removed pursuant to the Borrower foregoing provisions, upon the acceptance of appointment by a successor Collateral Agent hereunder, the former Collateral Agent shall have occurred and be continuing) be subject deliver all Collateral then in its possession to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)successor Collateral Agent. Upon the acceptance of its appointment as a successor Agent hereunder, whereupon such successor Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the such resigning or removed Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or removed Agent shall be discharged from its duties and obligations hereunder. (b) If the Person serving as any Agent is a Defaulting Lender pursuant to clause (d) of the parties definition thereof, the Required Lenders may, to this Agreement or any holders of the Loansextent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after (or such earlier day as shall be agreed by the resigning Agent gives notice of its resignationRequired Lenders) (the “Removal Effective Date”), then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which such removal shall be a financial institution nonetheless become effective in accordance with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such on the Removal Effective Date. (c) After any Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunderor removal, the provisions of this Section 8 and Section 9.5 of Sections 9.1 and 9.2 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as it was an Agent.

Successor Agents. Each Either Agent may resign at any time as Agent upon 10 thirty (30) days’ written notice to the Lenders, the Issuing Lender other Agent and the Borrower. Upon any such resignation; provided that either Agent may resign as an Agent immediately upon written notice to the Lenders, the other Agent and the Borrower if a Default or Event of Default has occurred and is continuing. If either Agent shall resign as such Agent in its applicable capacity under this Loan Agreement and the other Loan Documents, then Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent, which successor Agent agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld withheld, delayed, conditioned or delayedburdened), whereupon such successor Agent agent shall succeed to the rights, powers and duties of the resigning Agentsuch Agent in its applicable capacity, and the term “Administrative Agent” and/or or “Collateral Agent”, as applicable, shall thereafter mean such successor Agent agent effective upon such appointment and approval, and the resigning former Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, without any other or further act or deed on the part of such resigning former Agent or any of the other parties to this Loan Agreement or any holders of the Loans. If no successor shall have been so appointed agent has accepted appointment as such Agent in its applicable capacity by the Required Lenders and shall have accepted date upon which such appointment within 10 days after the resigning Agent gives notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such retiring Agent’s notice of resignation was given by such Agentis effective in accordance with the first sentence of this Section 11.09, such retiring Agent’s resignation shall nevertheless become effective (and such Agent shall be relieved from its duties and obligations hereunder) on the applicable date and the Required Lenders shall thereafter assume and perform all of the duties of such 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. After any retiring Agent’s resignation as the Administrative Agent and/or or the Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 Article XI shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was an Agent under this Loan Agreement and the other Loan Documents.

Successor Agents. Each Any Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders and the Company, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five (45) days after the retiring Agent gives notice of its intention to resign. Any Agent may be removed at any time with or without cause by written notice received by such Agent from the Required Lenders, such removal to be effective on the Issuing Lender and date specified by the BorrowerRequired Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among appoint, on behalf of the Lenders Borrowers and the Lenders, a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the resigning Agent gives Agent's giving notice of its resignationintention to resign, then the resigning Agent maymay appoint, on behalf of the Lenders Borrowers and the Issuing Lenders, a successor Agent. Notwithstanding the previous sentence, any 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 its successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institutionhereunder. If an Agent has resigned or been removed and no successor Agent has been appointed pursuant to appointed, the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter may perform all the duties of such Agent hereunder and/or under any and the Borrowers shall make all payments in respect of the Obligations to the applicable Lender if there is no Administrative Agent and for all other Loan Document purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such time, if any, as successor Agent has accepted the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may beappointment. Any such resignation by such successor Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters a commercial bank having capital and retained earnings of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationat least $100,000,000. Upon the acceptance of its any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Agent. Upon the effectiveness of the resignation or removal of an Agent, and the resigning or removed Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by and under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorLoan Documents. After the effectiveness of the resignation or removal of an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 Article XI shall continue in effect for the benefit of such resigning Agent, its sub-agents and their respective Related Parties Agent in respect of any actions taken or omitted to be taken by any of them it while it was acting as Agentan Agent hereunder and under 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 11.12, then (a) 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 and (b) the references to "Bank One" in the definitions of "Eurodollar Base Rate" and "Prime Rate" and in the last sentence of Section 2.13 shall be deemed to be a reference to such successor Administrative Agent in its individual capacity.

Successor Agents. Each Any Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the BorrowerParent and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall subject (unless an so long as no Event of Default under Section 7(aexists) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by consent of the Borrower Parent (which approval consent shall not be unreasonably withheld or delayedwithheld), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the 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 resigning Agent gives retiring Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent Agent, which shall be a financial institution with an office in New York, New York, commercial bank organized under the laws of the United States or an Affiliate of any such financial institutionState thereof and having a combined capital and surplus of at least $250,000,000. If no Upon the acceptance of any appointment as Agent hereunder by a successor Agent has been appointed pursuant such successor Agent shall succeed to and become vested with all the immediately preceding sentence by rights, powers, discretion, privileges and duties of the 10th day after the date such notice of resignation was given by such retiring Agent, such Agent’s resignation shall become effective (and such the retiring Agent shall be relieved discharged from its duties and obligations hereunderunder the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this Section 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent's resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all the duties of such the retiring 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 and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor After any retiring Agent's resignation or removal hereunder as Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunderhave become effective, the provisions of this Section 8 and Section 9.5 Article VIII shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent under this Agreement.

Successor Agents. Each Any Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the BorrowerParent. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall subject (unless an so long as no Event of Default under Section 7(aexists) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by consent of the Borrower Parent (which approval consent shall not be unreasonably withheld or delayedwithheld), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the 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 resigning Agent gives retiring Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent Agent, which shall be a financial institution with an office in New York, New York, commercial bank organized under the laws of the United States or an Affiliate of any such financial institutionState thereof and having a combined capital and surplus of at least $250,000,000. If no Upon the acceptance of any appointment as Agent hereunder by a successor Agent has been appointed pursuant such successor Agent shall succeed to and become vested with all the immediately preceding sentence by rights, powers, discretion, privileges and duties of the 10th day after the date such notice of resignation was given by such retiring Agent, such Agent’s resignation shall become effective (and such the retiring Agent shall be relieved discharged from its duties and obligations hereunderunder the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all the duties of such the retiring 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 and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s resignation hereunderor removal hereunder as Agent shall have become effective, the provisions of this Section Article 8 and Section 9.5 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent under this Agreement.

Successor Agents. Each Any Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor AgentAgent (which, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect has occurred and is continuing at the time of such appointment, shall be reasonably acceptable to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayedBorrower), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the 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 resigning Agent gives retiring Agent’s giving of notice of its resignation, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent Agent, which, unless an Event of Default shall have occurred and is continuing, shall be reasonably acceptable to the Borrower and which shall be a financial institution with an office commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in New Yorkthe case of a successor Collateral Agent, New Yorkupon 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 the Collateral Documents, such financial institutionsuccessor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation under this Section 9.06 no successor Agent has shall have been appointed pursuant to and shall have accepted such appointment, then on such 45th day (a) the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such retiring Agent’s resignation shall become effective effective, (and such b) the retiring Agent shall thereupon be relieved discharged from its duties and obligations hereunderunder the Loan Documents and (c) and the Required Lenders shall thereafter perform all the duties of such the retiring 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 and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s resignation hereunderhereunder as Agent shall have become effective, the provisions of this Section 8 and Section 9.5 Article IX shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent under this Agreement.

Successor Agents. Each Agent may resign at any time upon 10 days’ written notice to the Lenders, the Issuing Lender L▇▇▇▇▇ and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed by the Required Lenders L▇▇▇▇▇▇ and shall have accepted such appointment within 10 days after the resigning Agent gives notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing LenderL▇▇▇▇▇, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing LenderL▇▇▇▇▇, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 shall continue in effect for the benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as Agent.

Successor Agents. Each Agent may resign as such at any time upon 10 days’ written at least 30 days prior notice to Company and all Banks. If Agent at any time shall resign or if the Lenders, the Issuing Lender and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor office of Agent shall become vacant for any other reason, Majority Banks shall, by written instrument, appoint a Successor Agent (unless an satisfactory to such Majority Banks, and provided no Event of Default under Section 7(a9.1(a) or Section 7(f9.1(j) with respect to the Borrower shall have has occurred and be continuingis continuing or any other Event of Default has occurred and has continued for ten (10) be subject Business Days, with the consent of the Company, not to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon provided, however, that any such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the resigning Agent gives notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a bank or a trust company or other financial institution with which maintains an office in New Yorkthe United States, New Yorkor a commercial bank organized under the laws of the United States or any state thereof, or an Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000. Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and Agent shall deliver or cause to be delivered to any Successor Agent such financial institutiondocuments of transfer and assignment as such Successor Agent may reasonably request. If no successor a Successor Agent has been is not so appointed pursuant to or does not accept such appointment before the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such resigning Agent’s resignation shall become effective (becomes effective, the resigning Agent may appoint a temporary successor to act until such appointment by the Majority Banks and, if applicable, the Company, is made and accepted, or if no such Agent shall be relieved from its duties and obligations hereunder) and temporary successor is appointed as provided above by the Required Lenders resigning Agent, the Majority Banks shall thereafter perform all of the duties of such the retiring Agent hereunder and/or under any other Loan Document until such timeappointment by the Majority Banks and, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Company is made and accepted. Such Successor Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to all of the rights and become vested with all the rights, powers, privileges and duties obligations of the resigning AgentAgent as if originally named. The resigning Agent shall duly assign, transfer and deliver to such successor Agent all moneys at the time held by the resigning Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed. Upon such succession of any such Successor Agent, the resigning agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable hereunder, except for its gross negligence or willful misconduct arising prior to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, and the provisions of this Section 8 and Section 9.5 Article 12 shall continue in effect for the benefit of such the resigning Agent, its sub-agents and their respective Related Parties Agent in respect of any actions taken or omitted to be taken by any of them it while it was acting as Agent.

Successor Agents. Each The Administrative Agent may resign at any time as Administrative Agent upon 10 days’ ' advance written notice to the Lenders, the Issuing Lender Lenders and the BorrowerBorrowers. Upon any such resignationIf the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent for the Lenders, which successor Agent agent shall (unless an Event of Default under Section 7(a8(a) or Section 7(f8(f) with respect to either of the Borrower Borrowers 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 agent shall succeed to the rights, powers and duties of the resigning Administrative Agent, and the term “"Administrative Agent” and/or “Collateral Agent”, as applicable, " shall mean such successor Agent agent effective upon such appointment and approval, and the resigning former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such resigning former Administrative Agent or any of the parties to this Agreement or any holders of the LoansLoans or Letters of Credit. If no successor shall have been so appointed agent has accepted appointment as Administrative Agent by the Required Lenders and shall have accepted such appointment within 10 date that is 30 days after the resigning Agent gives following a retiring Administrative Agent's notice of its resignation, then the resigning Agent mayretiring Administrative Agent's resignation shall nevertheless thereupon become effective, on behalf of and the Lenders shall assume and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall 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 Lenders appoint a successor agent as provided for above. Each of the Syndication Agent and the Documentation Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent and/or Collateral or Documentation Agent, as applicable, hereunder, whereupon the case may be. Any such resignation by duties, rights, obligations and responsibilities of such Agent hereunder shall also constituteautomatically be assumed by, and inure to the extent applicablebenefit of, its the Administrative Agent, without any further act by any Arranger, any Agent or any Lender. After any retiring Agent's resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 9 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent under this Agreement and the other Loan Documents.

Successor Agents. Each Agent may resign at any time as Administrative Agent or Collateral Agent (as applicable) upon 10 30 days’ written ' notice to the Lenders, the Issuing Lender and the Borrower. Upon ; provided that any such resignationresignation by ▇▇▇▇▇ Fargo shall also constitute its resignation as L/C Issuer. If either Agent resigns under this Agreement, the Required Lenders shall have the right to appoint from among the Lenders a successor Agentadministrative agent or collateral agent (as applicable) for the Lenders, which successor Agent administrative agent or collateral agent (as applicable) shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 7(a) or Section 7(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld withheld, conditioned or delayed). If no successor administrative agent or collateral agent (as applicable) is appointed prior to the effective date of the resignation of the Administrative Agent or Collateral Agent, whereupon respectively, the Administrative Agent or Collateral Agent (as applicable) may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent or collateral agent, respectively, from among the Lenders. Upon the acceptance of its appointment as successor administrative agent or collateral agent (as applicable) hereunder, the Person acting as such successor Agent administrative agent or collateral agent, respectively, shall succeed to all the rights, powers and duties of the resigning retiring Administrative Agent and L/C Issuer or Collateral Agent, respectively, and the term “respective terms "Administrative Agent” and/or “" and "L/C Issuer" or "Collateral Agent”", as applicablerespectively, shall mean such successor Agent effective upon such appointment administrative agent and approvalLetter of Credit issuer or collateral agent, respectively, and the resigning retiring Administrative Agent’s 's or Collateral Agent's, respectively, appointment, powers and duties as Administrative Agent or Collateral Agent, respectively, shall be terminated and the retiring 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 resigning retiring L/C Issuer or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent's or Collateral Agent's resignation hereunder as Administrative Agent or Collateral Agent, respectively, the provisions of this Article X and Sections 11.04 and 11.05 shall inure to its benefit as to any of the parties actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, respectively, under this Agreement or any holders of the LoansAgreement. If no successor shall have been so appointed administrative agent or collateral agent (as applicable) has accepted appointment as Administrative Agent or Collateral Agent, respectively, by the Required Lenders and shall have accepted such appointment within 10 date which is 30 days after the resigning Agent gives following a retiring Administrative Agent's notice of its resignation, then the resigning Agent mayretiring Administrative Agent's or Collateral Agent's, on behalf of respectively, resignation shall nevertheless thereupon become effective and the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall 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 Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom agent as provided for above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 shall continue in effect for the benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as Agent.

Successor Agents. Each Any Agent may resign as to any or all of the Facilities at any time upon 10 by giving not less than 30 days’ prior written notice thereof to the Lenders, the Issuing Lender Parties and the BorrowerBorrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, Agent as to such of the Facilities as to which such Agent has resigned or been removed. If no successor Agent shall (unless an Event of with, so long as no Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing, the approval of the Borrower (which approval shall not be unreasonably withheld or delayed) shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, appoint a successor Agent with, so long as no Default shall have occurred and be subject to continuing, the approval by of the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such which successor Agent shall succeed to be a commercial bank organized under the rights, powers and duties laws of the resigning United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. If within 45 days after written notice is given of the retiring Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such ’s resignation or removal under this Section 7.06 no successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the resigning Agent gives notice of its resignationappointment, then on such 45th day (a) the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such retiring Agent’s resignation or removal shall become effective effective, (and such b) the retiring Agent shall thereupon be relieved discharged from its duties and obligations hereunderunder the Loan Documents and (c) provided no Default has occurred and is continuing, the Borrower may appoint a successor Agent or if no successor Agent is appointed by the Borrower at such time, the Required Lenders shall thereafter perform all the duties of such the retiring 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 and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s resignation hereunderor removal hereunder as Agent as to any or all of the Facilities shall have become effective, the provisions of this Section 8 and Section 9.5 Article VII shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting it was Agent as Agentto such Facilities under this Agreement.

Successor Agents. Each (a) Any Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders and PMI and may be removed at any time with or without cause by the Required Lenders, the Issuing Lender and the Borrower. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the 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 resigning Agent gives retiring Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent Agent, which shall be a financial institution with an office in New York, New York, commercial bank organized under the laws of the United States of America or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice State thereof and having a combined capital and surplus of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationat least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the resigning retiring Agent, and the resigning retiring Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorunder this Agreement. After an any retiring Agent’s resignation hereunderor removal hereunder as Agent, the provisions of this Section 8 and Section 9.5 Article 7 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as it was an Agent under this Agreement. (b) Any Agent shall resign in accordance with clause (a) above (and, to the extent applicable, shall use reasonable endeavors to appoint a successor Agent pursuant to clause (a) above) if either: (i) such Agent fails to respond to a request under Section 2.19(h) or a Lender reasonably believes that such Agent is not a FATCA Exempt Party; (ii) the information supplied by such Agent pursuant to Section 2.19(h) indicates that such Agent is not a FATCA Exempt Party; or (iii) such Agent notifies PMI and the Lenders that such Agent is not a FATCA Exempt Party; and, in each case, PMI or a Lender reasonably believes that a party will be required to make a FATCA Deduction that would not be required if such Agent were a FATCA Exempt Party, and PMI or such Lender, by notice to such Agent, requires it to resign.

Successor Agents. Each Any Agent may may, and at the request of the Required Lenders shall, resign at any time as an Agent upon 10 30 days’ written ' notice to the Lenders, the Issuing Lender Lenders and the BorrowerBorrowers. Upon any such resignationIf an Agent resigns under this Agreement, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, as applicable, which successor Agent shall (unless an agent shall, so long as no Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) exists, be subject to the approval by of the Borrower Borrowers (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of an Agent, whereupon such Agent may appoint, after consulting with the Lenders and the Borrowers, a successor agent, from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor Agent agent shall succeed to all the rights, powers and duties of the resigning retiring Agent, and the term “"Administrative Agent” and/or “Collateral ," "Canadian Agent”, as applicable, " or "Documentation Agent" shall mean such successor Agent effective upon such appointment and approval, agent and the resigning retiring Agent’s rights's appointment, powers and duties as such Agent shall be terminated. After the retiring Agent's resignation hereunder as such Agent, without the provisions of this Article X and Section 11.4 shall inure to its benefit as to any other actions taken or further act or deed on the part of omitted to be taken by it while it was such resigning Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor shall have been so appointed agent has accepted appointment as the applicable Agent by the Required Lenders and shall have accepted such appointment within 10 date which is 30 days after following the resigning Agent gives retiring Agent's notice of its resignation, then the resigning Agent may, on behalf of retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all of the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom agent as provided for above). The fees payable by the Borrower to a Each successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 shall continue in effect for the benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as Agentcomply with subsection 4.1(f).

Successor Agents. Each (a) The Designated Agent may resign at any time upon 10 days’ written notice to the Lenders, the Issuing Lender Lenders and the Borrower. Upon any such resignationIf the Designated Agent shall so resign under this Agreement and the other Loan Documents, then the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent for the Lenders, which successor Agent agent shall (unless an Event of Default under Section 7(a) or Section 7(f8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld withheld, conditioned or delayed), whereupon such successor Agent agent shall succeed to the rights, powers and duties of the resigning Agent, Designated Agent and the term “Administrative Designated Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent agent effective upon such appointment and approval, and the resigning former Agent’s rights, powers and duties as Designated Agent shall be terminated, without any other or further act or deed on the part of such resigning former Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed agent has accepted appointment as Designated Agent by the Required Lenders and shall have accepted such appointment within date that is 10 days after the resigning Agent gives notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint following a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such retiring Agent’s notice of resignation was given by such Agent(the “Resignation Effective Date”), such the retiring Agent’s resignation shall nevertheless thereupon become effective (and such Agent shall be relieved from its duties and obligations hereunder) effective, and the Required Lenders shall thereafter assume and perform all of the duties of such the Designated Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders ▇▇▇▇▇▇▇ appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom agent as provided for above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s resignation hereunder, as Designated Agent the provisions of this Section 8 and Section 9.5 9.7 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was an Agent under this Agreement and the other Loan Documents.

Successor Agents. Each Any Agent may resign at any time as Agent upon 10 30 days’ written notice to the Lenders, the Issuing Lender and the Borrower. Upon ; provided that any such resignationresignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If any Agent resigns under this Agreement, the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent for the Lenders, which successor Agent agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 7(a) or Section 7(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of such Agent, whereupon such 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 agent shall succeed to all the rights, powers and duties of the resigning retiring Agent, L/C Issuer and Swing Line Lender and the term respective terms “Administrative Agent,” and/or “Collateral Agent”, as applicable, L/C Issuer” and “Swing Line Lender” shall mean such successor Agent effective upon such appointment agent, Letter of Credit issuer and approvalswing line lender, and the resigning retiring Agent’s appointment, powers and duties as Agent shall be terminated and the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as Agent such shall be terminated, without any other or further act or deed on the part of such resigning Agent retiring L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the parties successor L/C Issuer to this Agreement issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or any holders to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the Loansretiring L/C Issuer with respect to such Letters of Credit. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement. If no successor shall have been so appointed agent has accepted appointment as Agent by the Required Lenders and shall have accepted such appointment within 10 date which is 30 days after the resigning Agent gives following a retiring Agent’s notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such retiring Agent’s resignation shall nevertheless thereupon become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all of the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, agent as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationprovided for above. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the resigning retiring Agent, and the resigning retiring Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorLoan Documents. After an any retiring Agent’s resignation hereunderhereunder as an Agent, the provisions of this Section 8 and Section 9.5 Article IX shall continue in effect for the its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Agent.

Successor Agents. Each Either Agent may resign at any time as Agent upon 10 thirty (30) days’ written notice to the Lenders, the Issuing Lender other Agent and the Administrative Borrower. Upon any such resignation; provided that either Agent may resign as an Agent immediately upon written notice to the Lenders, the other Agent and the Administrative Borrower if a Default or Event of Default has occurred and is continuing. If either Agent shall resign as such Agent in its applicable capacity under this Loan Agreement and the other Loan Documents, then Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent, which successor Agent agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Administrative Borrower (which approval shall not be unreasonably withheld withheld, delayed, conditioned or delayedburdened), whereupon such successor Agent agent shall succeed to the rights, powers and duties of the resigning Agentsuch Agent in its applicable capacity, and the term “Administrative Agent” and/or or “Collateral Agent”, as applicable, shall thereafter mean such successor Agent agent effective upon such appointment and approval, and the resigning former Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, without any other or further act or deed on the part of such resigning former Agent or any of the other parties to this Loan Agreement or any holders of the Loans. If no successor shall have been so appointed agent has accepted appointment as such Agent in its applicable capacity by the Required Lenders and shall have accepted date upon which such appointment within 10 days after the resigning Agent gives notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such retiring Agent’s notice of resignation was given by such Agentis effective in accordance with the first sentence of this Section 11.09, such retiring Agent’s resignation shall nevertheless become effective (and such Agent shall be relieved from its duties and obligations hereunder) on the applicable date and the Required Lenders shall thereafter assume and perform all of the duties of such 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. After any retiring Agent’s resignation as the Administrative Agent and/or or the Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 Article XI shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was an Agent under this Loan Agreement and the other Loan Documents.

Successor Agents. (a) Each of the Administrative Agent may resign at any time and the Collateral Agent may, upon 10 thirty (30) days’ written notice to the LendersBorrower Representative, the Issuing each Lender and each other party hereto, resign as Administrative Agent or Collateral Agent. Any successor Collateral Agent shall be appointed by the Borrower. Upon any such resignation, the Required Lenders shall have the right Administrative Agent subject to appoint from among providing notice thereof to the Lenders a successor Agent, which successor Agent shall (unless an Event and the absence of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval objection thereto by the Borrower Majority Lenders within five (5) Business Days after being notified thereof (or such shorter period in which approval shall not be unreasonably withheld or delayed), whereupon the Majority Lenders consent thereto) and upon such appointment such successor Agent agent shall succeed to the rights, powers and duties of the resigning Collateral Agent, and references herein to the term “Administrative Agent” and/or “Collateral Agent”, as applicable, Agent shall mean such successor Agent agent, effective upon its appointment; and such appointment and approval, and the resigning former Collateral Agent’s rights, powers and duties as Agent in such capacity shall be terminated, without any other or further act or deed on the part of such resigning former Collateral Agent or any of the parties to this Agreement or any holders of the LoansAgreement. If no successor any party shall have been so appointed by resign as Administrative Agent under this Agreement, then, the Required Supermajority Lenders and shall have accepted such appointment within 10 days after the resigning Agent gives notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such timeand, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters no Event of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender Bankruptcy with respect to any Letters of Credit issued by it prior to Relevant Party has occurred and is continuing, the date of Borrowers, during such resignation. Upon the acceptance of its appointment as Agent hereunder by thirty-day period shall appoint a successorsuccessor agent, whereupon such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the resigning Agent, Administrative Agent and references herein to the resigning Administrative Agent shall be discharged from mean such successor agent, effective upon its appointment; and such former Administrative Agent’s rights, powers and duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent in such capacity shall be terminated, without any other or further act or deed on the same as those payable part of such former Administrative Agent or any of the parties to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After an any retiring Administrative Agent’s or Collateral Agent’s resignation hereunderhereunder as such agent, the provisions of Article VIII, this Section 8 Article IX and Section 9.5 10.09 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of 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. (b) Upon the occurrence of a Removal Event, the Administrative Agent and the Collateral Agent may be removed upon five (5) Business Days’ prior written notice by the Removing Lenders, delivered to the Administrative Agent, the Collateral Agent, the Lenders and the Borrower Representative; provided, however, that (i) such removal of the Administrative Agent shall not be effective until a successor Administrative Agent acceptable to the Removing Lenders and, if no Event of Bankruptcy with respect to any Relevant Party has occurred and is continuing, the Borrower Representative, has been selected and (ii) such removal of them while acting as Agentthe Collateral Agent shall not be effective until a successor Collateral Agent has been appointed by such successor Administrative Agent in accordance with the foregoing paragraph (a).

Successor Agents. Each of the Administrative Agent may resign at any time and the Collateral Agent may, upon 10 thirty (30) days’ written notice to the LendersBorrower Representative, the Issuing each Lender and each other party hereto, resign as Administrative Agent or Collateral Agent. Any successor Collateral Agent shall be appointed by the Borrower. Upon any such resignation, the Required Lenders shall have the right Administrative Agent subject to appoint from among providing notice thereof to the Lenders a successor Agent, which successor Agent shall (unless an Event and the absence of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval objection thereto by the Borrower Majority Lenders within five (5) Business Days after being notified thereof (or such shorter period in which approval shall not be unreasonably withheld or delayed), whereupon the Majority Lenders consent thereto) and upon such appointment such successor Agent agent shall succeed to the rights, powers and duties of the resigning Collateral Agent, and references herein to the term “Administrative Agent” and/or “Collateral Agent”, as applicable, Agent shall mean such successor Agent agent, effective upon its appointment; and such appointment and approval, and the resigning former Collateral Agent’s rights, powers and duties as Agent in such capacity shall be terminated, without any other or further act or deed on the part of such resigning former Collateral Agent or any of the parties to this Agreement or any holders of the LoansAgreement. If no successor any party shall have been so appointed by resign as Administrative Agent under this Agreement, then, the Required Majority Lenders and shall have accepted such appointment within 10 days after the resigning Agent gives notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such timeand, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters no Event of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender Bankruptcy with respect to any Letters of Credit issued by it prior to Relevant Party has occurred and is continuing, the date of Borrowers, during such resignation. Upon the acceptance of its appointment as Agent hereunder by thirty-day period shall appoint a successorsuccessor agent, whereupon such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the resigning Agent, Administrative Agent and references herein to the resigning Administrative Agent shall be discharged from mean such successor agent, effective upon its appointment; and such former Administrative Agent’s rights, powers and duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent in such capacity shall be terminated, without any other or further act or deed on the same as those payable part of such former Administrative Agent or any of the parties to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After an any retiring Administrative Agent’s or Collateral Agent’s resignation hereunderhereunder as such agent, the provisions of Article VIII, this Section 8 Article IX and Section 9.5 10.09 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting it was Administrative Agent or Collateral Agent, as Agentapplicable, under this Agreement.

Successor Agents. Each Agent may resign at any time as the Agent upon 10 thirty (30) days’ written notice to the Lenders, the Issuing Lender and the Borrower. Upon If any such resignationAgent resigns under this Agreement, the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent for the Lenders, which successor Agent agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 7(a8.01(a), (f), or (g) or Section 7(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of such Agent, whereupon such 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 agent shall succeed to all the rights, powers and duties of the resigning Agent, retiring Agent and the term “Administrative Agent” and/or or “Collateral Agent”, ,” as applicable, shall mean such successor Agent effective upon such appointment and approvaladministrative agent and/or supplemental administrative agent or successor collateral agent and/or supplemental collateral agent , as the case may be, and the resigning retiring Agent’s rightsappointment, powers and duties as such Agent shall be terminated. After the retiring Agent’s resignation hereunder as the applicable Agent, without the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such resigning Administrative Agent or any of the parties to Collateral Agent, as applicable, under this Agreement or any holders of the LoansAgreement. If no successor shall have been so appointed agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the Required Lenders and shall have accepted such appointment within 10 date which is thirty (30) days after following the resigning Agent gives retiring Agent’s notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such retiring Agent’s resignation shall nevertheless thereupon become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all of the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, agent as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationprovided for above. Upon the acceptance of its any appointment as the Collateral Agent hereunder by a successorsuccessor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such successor amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the resigning retiring Collateral Agent. Upon the acceptance of any appointment as an Agent hereunder by a successor or upon the expiration of the thirty-day period following the retiring Agent’s notice of resignation without a successor agent having been appointed, and the resigning such retiring Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorLoan Documents. After an the retiring Agent’s resignation hereunderhereunder as the applicable Agent, the provisions of this Section 8 and Section 9.5 Article IX shall continue in effect for the its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the applicable Agent.

Successor Agents. Each Any Agent may resign at any time as Agent upon 10 30 days’ written notice to the Borrower and to the Lenders, the Issuing Lender and the Borrower. Upon If any such resignationAgent resigns under this Agreement, the Required Lenders shall have shall, with the right to appoint from among consent of the Lenders a successor Agent, which successor Agent shall (unless Borrower at all times other than during the existence of an Event of Default under Section 7(a) or Section 7(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon appoint from among the Lenders a successor agent for the Lenders. If no successor agent is appointed prior to the effective date of the resignation of such Agent, such 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 agent shall succeed to all the rights, powers and duties of the resigning Agent, retiring Agent and the term terms “Administrative Agent” and/or and “Collateral Agent”, as applicable, ” shall mean such successor Agent effective upon such appointment administrative agent and approval, collateral agent and the resigning retiring Agent’s rightsappointment, powers and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, without the provisions of this Article IX and Sections 11.04 and 11.05 shall inure to its benefit as to any other actions taken or further act or deed on the part of such resigning omitted to be taken by it while it was an Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor shall have been so appointed agent has accepted appointment as Agent by the Required Lenders and shall have accepted such appointment within 10 date which is 30 days after the resigning Agent gives following a retiring Agent’s notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such retiring Agent’s resignation shall nevertheless thereupon become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all of the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, agent as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationprovided for above. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the resigning retiring Agent, and the resigning retiring Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorLoan Documents. After an any retiring Agent’s resignation hereunderhereunder as an Agent, the provisions of this Section 8 and Section 9.5 Article IX shall continue in effect for the its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Agent.

Successor Agents. Each Agent may resign If at any time either Agent deems it advisable, in its sole discretion, it may submit to each of the Lenders a written notification of its resignation as such Agent under this Agreement, such resignation to be effective on the earlier to occur of (i) the thirtieth day after the date of such notice, and (ii) the date upon 10 days’ written notice which any successor to such Agent, in accordance with the Lendersprovisions of this Section 10.9, shall have accepted in writing its appointment as such successor Agent. If Fleet resigns as Administrative Agent, Bank of Montreal shall have the Issuing Lender and right to become the BorrowerAdministrative Agent if it is then the acting Documentation Agent, and, if Bank of Montreal resigns as Documentation Agent, Fleet shall have the right to become the Documentation Agent if it is then the acting Administrative Agent. Upon If Bank of Montreal or Fleet does not succeed the retiring Agent as set forth above, upon any such resignation, the Required Lenders shall have the right right, with the consent of the Parent Borrower, which consent shall not be unreasonably withheld, to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon . If no such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the resigning Agent gives retiring Agent's giving of notice of its resignation, then the resigning retiring Agent may, with the consent of the Parent Borrower, which consent shall not be unreasonably withheld, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationtherefor. Upon the written acceptance of its any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall automatically become a party to this Agreement and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning retiring Agent, and the resigning retiring Agent's rights, powers, privileges and duties as an Agent under this Agreement shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above)terminated. The fees payable by Parent Borrower and the Borrower to a successor Agent Lenders shall execute such documents as shall be the same as those payable necessary to its predecessor unless otherwise agreed between the Borrower and effect such successorappointment. After any retiring Agent's resignation as an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 10 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement. If at any time there shall not be a duly appointed and acting Administrative Agent, upon notice duly given, each Credit Party agrees to make each payment when due hereunder and the other Loan Documents directly to the Lenders entitled thereto during such time. Any such successor Agent shall be a commercial bank organized under the laws of them while acting as Agentthe United States or of any State thereof.

Successor Agents. Each Either Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders and the Company, such resignation to be effective upon the appointment of such a successor Agent or, if no such successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. Either Agent may be removed at any time with or without cause by written notice received by such Agent from the Required Lenders, such removal to be effective on the Issuing Lender and date specified by the BorrowerRequired Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among appoint, on behalf of the Lenders Borrowers and the Lenders, a successor Agent to such Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon . If no such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty days after the such resigning Agent gives Agent's giving notice of its resignationintention to resign, then the such resigning Agent maymay appoint, on behalf of the Lenders Company and the Issuing LenderLenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institutionfor itself. If either Agent has resigned or been removed and no successor Agent has been appointed pursuant to appointed, the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter may perform all the duties of such Agent hereunder and/or under any and the Company 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 Agent shall be deemed to be appointed hereunder until such time, if any, as successor Agent has accepted the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may beappointment. Any such resignation by such successor Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters a commercial bank having capital and retained earnings of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationat least $50,000,000. Upon the acceptance of its any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Agent. Upon the effectiveness of the resignation or removal of either Agent, and the resigning or removed Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by and under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorLoan Documents. After the effectiveness of the resignation or removal of an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 Article XI shall continue in effect for the benefit of such resigning Agent, its sub-agents and their respective Related Parties Agent in respect of any actions taken or omitted to be taken by any of them it while it was acting as Agent.an Agent hereunder and under the other Loan Documents. 66 73 ARTICLE XII

Successor Agents. Each The Agent may resign at any time as the Agent upon 10 thirty (30) days’ written notice to the Lenders, . If the Issuing Lender and the Borrower. Upon any such resignationAgent resigns under this Agreement, the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent for the Lenders, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect subject to the Borrower shall have occurred and be continuing) be subject to approval by consent of the Borrower Guarantor (which approval consent shall not be unreasonably withheld or delayed). Upon the acceptance of its appointment as successor agent hereunder, whereupon the Person acting as such successor Agent agent shall succeed to all the rights, powers and duties of the resigning Agent, retiring Agent and the term “Administrative Agent,” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approvaladministrative agent and/or supplemental administrative agent, as the case may be, and the resigning retiring Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Agent’s resignation hereunder as the Administrative Agent, without the provisions of this Article X and Sections 12.5 and 12.9 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such resigning Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor shall have been so appointed agent has accepted appointment as the Agent by the Required Lenders and shall have accepted such appointment within 10 date which is thirty (30) days after following the resigning Agent gives retiring Agent’s notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such retiring Agent’s resignation shall nevertheless thereupon become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all of the duties of such the Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, agent as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationprovided for above. Upon the acceptance of its any appointment as the Agent hereunder by a successor, such successor the Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the resigning retiring Agent, and the resigning retiring Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorLoan Documents. After an the retiring Agent’s resignation hereunderhereunder as the Agent, the provisions of this Section 8 and Section 9.5 Article X shall continue in effect for the its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Agent.

Successor Agents. Each (a) Any Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders and PMI and may be removed at any time with or without cause by the Required Lenders, the Issuing Lender and the Borrower. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the 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 resigning Agent gives retiring Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent Agent, which shall be a financial institution with an office in New York, New York, commercial bank organized under the laws of the United States of America or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice State thereof and having a combined capital and surplus of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationat least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the resigning retiring Agent, and the resigning retiring Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorunder this Agreement. After an any retiring Agent’s resignation hereunderor removal hereunder as Agent, the provisions of this Section 8 and Section 9.5 Article 7 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement. (b) Any Agent shall resign in accordance with clause (a) above (and, to the extent applicable, shall use reasonable endeavors to appoint a successor Agent pursuant to clause (a) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any of them while acting as payment to such Agent under the Agreement, either: (i) such Agent fails to respond to a request under Section 2.18(h) or a Lender reasonably believes that such Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by such Agent pursuant to Section 2.18(h) indicates that such Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) such Agent notifies PMI and the Lenders that such Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and, in each case, PMI or a Lender reasonably believes that a party will be required to make a FATCA Deduction that would not be required if such Agent were a FATCA Exempt Party, and PMI or such Lender, by notice to such Agent, requires it to resign.

Successor Agents. Each Any Agent may resign at any time upon 10 by giving 30 days’ ' prior written notice thereof to the Lenders and Borrowers, and an Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrowers and Administrative Agent and signed by Requisite Lenders, the Issuing Lender and the Borrower. Upon any such resignationnotice of resignation or any such removal, the Required Requisite Lenders shall have the right right, upon five Business Days' notice to Borrowers, to appoint from among the Lenders a successor Agent. If, which successor Agent shall (unless within 30 days after the date of an Event Agent's notice of Default under Section 7(a) or Section 7(f) with respect its intention 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)resign, whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor to such Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the resigning Agent gives notice of its resignationRequisite Lenders, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s 's resignation shall become effective (on such date without the need for any further action and the Lenders shall be deemed to have been appointed as successor to such Agent shall be relieved from its duties hereunder and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until the appointment by Requisite Lenders of some other successor to such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its any appointment as an Agent hereunder by a successorsuccessor to an Agent, including, the Lenders as successor to an Agent (who shall be deemed to have accepted such appointment pursuant to this subsection 8.5), such successor to such Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, retiring or removed Agent and the resigning retiring or removed Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorunder this Agreement. After any retiring or removed Agent's resignation or removal hereunder as an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was an Agent under this Agreement and the other Loan Documents.

Successor Agents. Each An Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the BorrowerCompany. Upon any such resignation, the Company shall, with the consent of the Required Lenders shall Lenders, have the right to appoint from among the Lenders a successor Agent (which may be the other institution then acting as Agent, which ). If no successor Agent shall have been so appointed, and shall have accepted such appointment, within 60 days after the retiring Agent gives notice of resignation (unless the “Resignation Effective Date”), the retiring Agent may, on behalf of the Lenders, appoint a successor Agent (which may be the other institution then acting as Agent), which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000 (an Event of Default under Section 7(a) or Section 7(f) “Eligible Successor Agent”); provided that if the retiring Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with respect such notice on the Resignation Effective Date. If the Person serving as an Agent is a Defaulting Lender, the Required Lenders may, to the Borrower shall have occurred and be continuing) be subject to approval extent permitted by the Borrower (which approval shall not be unreasonably withheld or delayed)applicable law, whereupon such successor Agent shall succeed by notice in writing to the rightsCompany and such Person, powers and duties of the resigning remove such Person as Agent, and with the term “Administrative Agent” and/or “Collateral Agent”consent of the Company, as applicable, shall mean such appoint a successor Agent effective upon such appointment and approval, and the resigning that is an Eligible 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 resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after (or such earlier day as shall be agreed by the resigning Agent gives notice of its resignationRequired Lenders) (the “Removal Effective Date”), then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which such removal shall be a financial institution nonetheless become effective in accordance with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (and such Agent shall be relieved from its duties and obligations hereunderas applicable) and (i) the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning retiring or removed Agent shall be discharged from its duties and obligations hereunder and (ii) all payments, communications and determinations provided to be made by, to or through such retiring or removed Agent, including under Section 5.01 hereof, shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for in this Section. Upon the acceptance of its appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder as Agent (if not already discharged therefrom as provided abovein this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring or removed Agent’s resignation hereunderor removal hereunder as an Agent, the provisions of this Section 8 and Section 9.5 Article shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as it was an Agent.

Successor Agents. Each Agent may resign at any time as the Agent upon 10 thirty (30) days’ written notice to the Lenders, the Issuing Lender Borrower and the BorrowerLenders (or such shorter period of notice as such Agent and the Borrower may agree). Upon If any such resignationAgent resigns under this Agreement, the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent for the Lenders, which successor Agent agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 7(a8.01(a), (f), or (g) or Section 7(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of such Agent, whereupon such 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 agent shall succeed to all the rights, powers and duties of the resigning Agent, retiring Agent and the term “Administrative Agent” and/or or “Collateral Agent”, ,” as applicable, shall mean such successor administrative agent and/or Supplemental Administrative Agent effective upon such appointment and approvalor successor collateral agent and/or Supplemental Collateral Agent, as the case may be, and the resigning retiring Agent’s rightsappointment, powers and duties as such Agent shall be terminated. After the retiring Agent’s resignation hereunder as the applicable Agent, without the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such resigning Administrative Agent or any of the parties to Collateral Agent, as applicable, under this Agreement or any holders of the LoansAgreement. If no successor shall have been so appointed agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the Required Lenders and shall have accepted such appointment within 10 date which is thirty (30) days after following the resigning Agent gives retiring Agent’s notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such retiring Agent’s resignation shall nevertheless thereupon become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all of the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, agent as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationprovided for above. Upon the acceptance of its any appointment as the Collateral Agent hereunder by a successorsuccessor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such successor amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the resigning retiring Collateral Agent. Upon the acceptance of any appointment as an Agent hereunder by a successor or upon the expiration of the thirty-day period following the retiring Agent’s notice of resignation without a successor agent having been appointed, and the resigning such retiring Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorLoan Documents. After an the retiring Agent’s resignation hereunderhereunder as the applicable Agent, the provisions of this Section 8 and Section 9.5 Article IX shall continue in effect for the its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the applicable Agent.

Successor Agents. Each (a) The Administrative Agent may resign at any time as the Administrative Agent and the Collateral Agent upon 10 thirty (30) days’ written notice to the Lenders, the Issuing Lender and the Borrower. Upon any such resignationIf an Administrative Agent resigns under this Agreement, the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent for the Lenders, which successor Agent agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 7(a) or Section 7(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayeddelayed and shall be deemed given if the Borrower fails to respond within ten (10) Business Days). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. 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 resigning Agent, retiring Administrative Agent and the term “Administrative Agent” and/or and “Collateral Agent”, as applicable, ” shall mean such successor Agent effective upon such appointment and approvaladministrative agent and/or supplemental administrative agent, as the case may be, and the resigning retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent and the Collateral Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent and the Collateral Agent, without the provisions of this ‎Article IX and Sections ‎10.04 and ‎10.05 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such resigning Administrative Agent or any of the parties to Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor shall have been so appointed agent has accepted appointment as the Administrative Agent by the Required Lenders 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 on such date and the retiring Administrative Agent may (but shall not be obligated to) with the consent of the Borrower at all times other than during the existence of an Event of Default (which consent shall not be unreasonably withheld or delayed and shall have accepted such appointment be deemed given if the Borrower fails to respond within 10 days after the resigning Agent gives notice of its resignation, then the resigning Agent may, ten (10) Business Days) on behalf of the Lenders and the Issuing LenderL/C Issuers, appoint a successor Administrative Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institutionfrom among the Lenders. If no a successor Administrative Agent has not so been appointed pursuant to appointed, the immediately preceding sentence by Lenders shall perform all of the 10th day after duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. With effect from the date such which is thirty (30) days following the retiring Administrative Agent’s notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such i) the retiring Administrative Agent shall be relieved discharged from its duties and obligations hereunderhereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or the Collateral Agent on behalf of the Lenders or the L/C 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 (ii) all payments, communications and determinations provided to be made by, to or through the Required Lenders Administrative Agent shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document instead be made by or to each Lender and each L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationprovided for above. Upon the acceptance of its any appointment as Agent the Collateral Agent, as applicable, hereunder by a successorsuccessor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such successor amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the resigning retiring Collateral Agent, and the resigning retiring Collateral Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorLoan Documents. After an the retiring Administrative Agent’s resignation hereunderhereunder as the Administrative Agent and the Collateral Agent, the provisions of this Section 8 ‎Article IX and Section 9.5 Sections ‎10.04 and ‎10.05 shall continue in effect for the its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent and the Collateral Agent.

Successor Agents. Each The Administrative Agent may resign at any time as Administrative Agent upon 10 30 days’ written notice to the Lenders, the Issuing Lender Lenders and the Borrower. Upon any such resignationIf the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent for the Lenders, which successor Agent agent shall (unless an Event of Default under Section 7(a8(a) or Section 7(f8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld withheld, conditioned or delayed), whereupon such successor Agent agent shall succeed to the rights, powers and duties of the resigning Administrative Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent agent effective upon such appointment and approval, and the resigning 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 resigning former Administrative Agent or any of the parties to this Agreement or any holders of the LoansLoans or Letters of Credit. If a successor Administrative Agent shall not have been so appointed within said 30 day period, the Administrative Agent shall appoint a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld, conditioned or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans or Letters of Credit. If no successor shall have been so appointed agent has accepted appointment as Administrative Agent by the Required Lenders and shall have accepted such appointment within 10 date that is 40 days after the resigning Agent gives following a retiring Administrative Agent’s notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (and such Agent shall be relieved from its duties and obligations hereunder) effective, and the Required Lenders shall thereafter 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. After any retiring Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its ’s resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 9 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was the Administrative Agent under this Agreement and the other Loan Documents.

Successor Agents. (a) Each Agent may resign at any time upon 10 by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Lender Banks and the Borrower, whether or not a successor Agent has been appointed. Upon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment appointment, within 10 30 days after the resigning Agent gives retiring Agent’s giving of notice of its resignation, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Agent Agent, which shall be a financial institution bank with an office in New York, New York, York or an Affiliate of any such financial institutionbank. If no successor Agent has been appointed pursuant In either case, such appointment shall be subject to the immediately preceding sentence prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Agent by the 10th day after the date such notice of resignation was given by such a successor Agent, such successor Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Agent’s resignation shall become effective (and such . Upon the acceptance of appointment as Agent by a successor Agent, the retiring Agent shall be relieved discharged from its duties and obligations hereunderunder this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this 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, the Issuing Banks 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 Documents; provided that, solely for purposes of maintaining any security interest granted to the Collateral Agent under any Security Document for the benefit of the Secured Parties, the retiring Collateral Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Security Document and Loan Document, and, in the case of any Collateral in the possession of the Collateral Agent, shall continue to hold such Collateral, in each case until such time as a successor Collateral Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Collateral Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning retiring Agent, and ; provided that (a) all payments required to be made hereunder or under any other Loan Document to such Agent for the resigning account of any Person other than such Agent shall be discharged from its duties made directly to such Person and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower b) all notices and other communications required or contemplated to a successor be given or made to such Agent shall directly be given or made to each Lender and each Issuing Bank. Following the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an effectiveness of any Agent’s resignation hereunderfrom its capacity as such, the provisions of this Section 8 Article and Section 9.5 9.05, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such resigning retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as AgentAgent and in respect of the matters referred to in the proviso under clause (i) above.

Successor Agents. Each The Administrative Agent may resign at any time upon 10 days’ by giving written notice thereof to the LendersBanks and PFI; provided that if the Person acting as the Administrative Agent at any time is also acting as the Several L/C Agent, such Person shall also resign as the Issuing Lender and the BorrowerSeveral L/C Agent. Upon any such resignation, the Required Lenders Banks shall have the right to appoint from among the Lenders a successor Administrative Agent, which successor Agent shall be a Bank (unless or an Event of Default under Section 7(a) or Section 7(fAffiliate thereof) with respect to an office in the Borrower United States (and which Person shall have occurred and also be continuing) be subject to approval by appointed as 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 resigning Several L/C Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as if applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans). If no successor Administrative Agent shall have been so appointed by the Required Lenders Banks, and shall have accepted such appointment appointment, within 10 30 days after the resigning retiring Administrative Agent gives notice of its resignation, then the resigning retiring Administrative Agent may, on behalf of the Lenders and the Issuing LenderBanks, appoint a successor Administrative Agent which meeting the qualifications set forth above (and a successor Several L/C Agent, if applicable); provided that if the Administrative Agent shall be a financial institution notify PFI and the Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective and (and such i) the retiring Administrative Agent shall be relieved discharged from its duties and obligations hereunderhereunder (except that in the case of any collateral security held by the Administrative Agent on behalf of itself, the Fronting L/C Issuers, the Limited Fronting Banks and/or the Banks, as applicable, under any of the Loan Documents, the retiring Administrative Agent may (but shall not be obligated to) continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Required Lenders Administrative Agent shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document instead be made by or to each Bank directly, until such time, if any, time as the Required Lenders Banks appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, provided for above in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationthis Section. Upon the acceptance of its appointment as successor Administrative Agent hereunder by a successor(and, if applicable, Several L/C Agent) hereunder, such successor Administrative Agent (and, if applicable, Several L/C Agent) shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the resigning retiring (or retired) Administrative Agent (and, if applicable, Several L/C Agent), and the resigning retiring Administrative Agent (and, if applicable, Several L/C Agent) shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided aboveabove in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Administrative Agent’s (and, if applicable, Several L/C Agent’s) resignation hereunderhereunder as Administrative Agent (and, if applicable, Several L/C Agent), the provisions of this Section 8 and Section 9.5 Agreement shall continue in effect for the benefit of such resigning retiring Administrative Agent (and, if applicable, Several L/C Agent), its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while acting as it was Administrative Agent (and, if applicable, Several L/C Agent).

Successor Agents. Each (a) Subject to the terms of this Section 11.05(a), each Agent may resign at any time may, upon 10 thirty days’ written ' notice to the Lenders, the Issuing Lender Lenders and the Borrower, resign as Facility Agent or Collateral Agent, as applicable. Upon any such resignationIf the Collateral Agent shall be in material breach of its obligations hereunder, the Required Lenders shall have or, with the right prior written consent of the Required Lenders, the Collateral Manager, may, following a period of fifteen days during which the Collateral Agent may cure such breach, remove the Collateral Agent upon notice to appoint from among the Borrower, the Collateral Manager, the Lenders and the Agents. If the Collateral Agent shall resign or be removed pursuant to this Section 11.05(a), then the Facility Agent (at the direction of the Required Lenders), during such thirty- or fifteen-day period (as applicable), shall appoint a successor agent. If the Facility Agent shall resign or be removed pursuant to this Section 11.05(a), then the Required Lenders, during such thirty- or fifteen-day period (as applicable), shall appoint a successor agent with written notice thereof and evidence of the acceptance of such appointment by such successor Facility Agent to the Borrower, the Collateral Agent and the Collateral Manager. If for any reason a successor agent is not so appointed and does not accept such appointment during such thirty period (the last day of such period, the "Appointment Cut-off Date"), such Agent may appoint a successor Agent, which . The appointment of any successor Agent pursuant to this Section 11.05(a) shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the prior written consent of the Borrower (which approval consent shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to ; provided that the rights, powers and duties consent of the resigning Agent, and Borrower or the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon Manager to any such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall not be terminated, without any other or further act or deed on the part required if (i) an Event of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Default shall have been so appointed by the Required Lenders occurred and shall have accepted be continuing, (ii) if such appointment within 10 days after the resigning Agent gives notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint assignee is a successor Agent which shall be a financial institution with an office in New York, New York, Lender or an Affiliate of such Agent or any such financial institution. If Lender; or (iii) for any reason no successor after the resignation of the Collateral Agent has been appointed within 30 days after the relevant Appointment Cut-off Date and the Borrower has theretofore not entered into an agreement in principle with a potential successor that would be qualified to act as such Agent hereunder. Any resignation or removal of an Agent pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent this Section 11.05(a) shall be relieved from its duties and obligations hereundereffective upon the appointment of a successor Agent pursuant to this Section 11.05(a) and the Required Lenders shall thereafter perform all the duties acceptance of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation appointment by such Agent hereunder successor. The Collateral Manager shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters provide DBRS notice of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its such appointment by such successor. After the effectiveness of any retiring Agent's resignation hereunder as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning retiring Agent shall be discharged from its duties and obligations hereunder (other than any such duties and obligations arising prior to the effective date of its retirement) and under the other Facility Documents (but not in its capacity as a Lender, if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower applicable) and such successor. After an Agent’s resignation hereunder, the provisions of this Section 8 Article XI and Section 9.5 11.05(a) shall continue in effect for the its benefit of such resigning Agent, its sub-agents and their respective Related Parties in with respect of to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the other Facility Documents. (b) Subject to the terms of this Section 11.05(b), the Collateral Manager may, upon thirty days' notice to the Collateral Agent, the Lenders and the Borrower, remove and discharge the Collateral Agent from the performance of its obligations under this Agreement and under the other Facility Documents without cause at any time. If the Collateral Agent shall be removed pursuant to this Section 11.05(b), then the Collateral Manager during such thirty-day period shall appoint a successor Collateral Agent. The appointment of any successor Collateral Agent pursuant to this Section 11.05(b) shall be subject to the prior written consent of the Facility Agent (which consent shall not be unreasonably withheld or delayed). If the Collateral Agent is removed pursuant to this Section 11.05(b), the Collateral Agent shall be removed in all other capacities in which it serves under this Agreement and under any of them the other Facility Documents (including, without limitation, in its capacity as Calculation Agent and Custodian). Any removal of the Collateral Agent pursuant to this Section 11.05(b) shall be effective upon the appointment of a successor Collateral Agent pursuant to this Section 11.05(b) and the acceptance of such appointment by such successor. If acceptance by a successor collateral agent has not have been effected within 60 days after the giving of such removal, the Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. The Collateral Manager shall provide DBRS notice of the acceptance of such appointment by such successor. After the effectiveness of any removal of the Collateral Agent pursuant to this Section 11.05(b), the Collateral Agent shall be discharged from its duties and obligations hereunder (other than any such duties and obligations arising prior to the effective date of its retirement) and under the other Facility Documents (but not in its capacity as Lender, if applicable) and the provisions of this Article XI and Section 11.05(b) shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while acting as it was Collateral Agent under this Agreement and under the other Facility Documents. In the event that the Collateral Agent is removed pursuant to this Section 11.05(b), the Borrower shall bear any costs related to such removal and appointment of a successor Collateral Agent.

Successor Agents. Each The Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower, which resignation will become effective at such times as more specifically set forth in this Section 7.6. Upon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent, provided, however, that any such appointment of a successor agent must have been consented to in writing by Borrower, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent shall not be unreasonably withheld or delayed), whereupon such successor Agent unless an Event of Default shall succeed to the rightshave occurred and be continuing, powers and duties in which case no consent of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent Borrower shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loansrequired. 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 resigning Agent gives Agent's giving of notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent agent (from among the Lenders), which shall be a financial institution with an office in New York, New York, commercial bank or an Affiliate finance company organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000 (any successor agent appointed under this Section 7.6 is referred to herein as a "Successor Agent"). Upon the acceptance of any appointment as the Agent hereunder by a Successor Agent, such financial institutionSuccessor Agent shall succeed to and become vested with such rights, powers, discretion, privileges and duties of the Agent in its capacity as agent, and Agent shall be discharged from such duties and obligations as the Agent under the Loan Documents. If within 45 days after written notice is given of the retiring the Agent's resignation under this Section 7.6 no successor Successor Agent has shall have been appointed pursuant to and shall have accepted such appointment, then on such 45th day (a) the immediately preceding sentence by Agent's resignation shall become effective, (b) Agent shall thereupon be discharged from such agency duties and obligations under the 10th day after the date such Loan Documents and as identified in its notice of resignation was given by such Agent, such Agent’s resignation shall become effective and (and such Agent shall be relieved from its duties and obligations hereunderc) and the Required Lenders shall thereafter perform all the duties of such 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 Successor Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an the Agent’s 's resignation hereunderhereunder as agent shall have become effective, the provisions of this Section 8 and Section 9.5 Article VII shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting in its capacity as Agentagent under this Agreement.

Successor Agents. Each Any Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval approved by the Borrower (which Borrower, such approval shall not to be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the 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 resigning Agent gives retiring Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and shall be a financial institution with an office commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in New Yorkthe case of a successor Collateral Agent, New Yorkupon 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 the Pledge Agreement, such financial institution. If no successor Agent has been appointed pursuant shall succeed to and become vested with all the immediately preceding sentence by rights, powers, discretion, privileges and duties of the 10th day after the date such notice of resignation was given by such retiring Agent, such Agent’s resignation shall become effective (and such the retiring Agent shall be relieved discharged from its duties and obligations hereunderunder the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all the duties of such the retiring 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 and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s resignation hereunderor removal hereunder as Agent shall have become effective, the provisions of this Section 8 and Section 9.5 Article VII shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent under this Agreement.

Successor Agents. Each The Administrative Agent may resign at any time as ---------------- Administrative Agent upon 10 days’ written ' notice to the Lenders, the Issuing Lender Lenders and the Borrower. Upon any such resignationIf the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent for the Lenders, which successor Agent agent shall (unless an Event of Default under Section 7(a8(a) or Section 7(f8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent agent shall succeed to the rights, powers and duties of the resigning Administrative Agent, and the term “"Administrative Agent” and/or “Collateral Agent”, as applicable, " shall mean such successor Agent agent effective upon such appointment and approval, and the resigning former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such resigning former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed agent has accepted appointment as Administrative Agent by the Required Lenders and shall have accepted such appointment within date that is 10 days after the resigning Agent gives following a retiring Administrative Agent's notice of its resignation, then the resigning Agent mayretiring Administrative Agent's resignation shall nevertheless thereupon become effective, on behalf of and the Lenders shall assume and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall 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 Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent and/or Collateral or any Lender. After any retiring Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its 's resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 9 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent under this Agreement and the other Loan Documents.

Successor Agents. Each Agent may resign upon thirty (30) days’ notice to the Lenders and Borrower. In addition, the Required Lenders may remove the Agent at any time upon 10 daysat least five (5) Business Days’ written notice to the LendersBorrower and the existing Agent, with or without cause and without the consent of the Borrower (provided, the Issuing Lender foregoing shall have no effect on the rights of the Borrower in the immediately succeeding sentence with respect to consent over appointment of a replacement Agent). If Agent shall resign or be removed in its capacity under this Agreement and the Borrower. Upon any such resignationother Loan Documents, then the Required Lenders shall have (with the right to appoint from among consent of the Lenders a successor Agent, which successor Agent shall (unless an Borrower so long as no Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have has occurred and be is continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)appoint a successor agent, whereupon such successor Agent agent shall succeed to the rights, powers and duties of the resigning AgentAgent in its capacity, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent agent effective upon such appointment and approval, and the resigning former Agent’s rights, powers and duties as Agent in its capacity shall be terminated, without any other or further act or deed on the part of such resigning former Agent or any of the parties to this Agreement or any holders of the LoansLender. If no applicable successor shall have been so appointed agent has accepted appointment as such Agent in its capacity by the date that is thirty (30) days following such retiring Agent’s notice of resignation or within five (5) Business Days following notice to the Borrower and the existing Agent of such Agent’s removal by the Required Lenders and shall have accepted such appointment within 10 days after the resigning Agent gives notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such AgentLenders, such retiring or removed Agent’s resignation or removal, as applicable, shall nevertheless thereupon become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter assume and perform all of the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral agent as provided for above. After any retiring or removed Agent’s resignation or removal as Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section 8 Article 12 and Section 9.5 10.3 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was an Agent under this Agreement and the other Loan Documents.

Successor Agents. Each Any Agent may resign at any time upon by giving 30 days' written notice thereof to the Lenders and the Borrower. Any Agent may be removed by the Required Lenders at any time by giving 10 days’ ' prior written notice thereof to the Lenderssuch Agent, the Issuing Lender other Lenders and the Borrower. Upon any such resignationresignation or removal, the Required Lenders Borrower shall have the right to appoint from among the Lenders a successor Agent; PROVIDED, which successor Agent shall (unless an Event of Default under Section 7(a) that the Required Lenders or Section 7(f) with respect to the Borrower remaining Agents shall have occurred and be continuing) be subject the right, acting reasonably, to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon disapprove such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and consented to, and shall have accepted such appointment appointment, within 10 30 days after the resigning Agent gives notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by or removal, then any of the remaining Agents shall succeed to the obligations of such Agent, such Agent’s resignation shall become effective (and such Agent hereunder. Each successor Agent shall be relieved from its duties a commercial bank or trust company organized or licensed under the laws of the United States of America or any State thereof and obligations hereunder) having a combined capital and the Required Lenders shall thereafter perform all the duties surplus of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationat least $1,000,000,000. Upon the acceptance by a successor Agent of its appointment as Agent hereunder by a successorhereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the resigning former Agent, and without further act, deed or conveyance. Upon the resigning effective date of resignation or removal of a retiring Agent, such Agent shall be discharged from its duties under this Agreement and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunderother Loan Documents, but the provisions of this Section 8 and Section 9.5 Agreement shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted by it while it was Agent under this Agreement. If and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be taken given by any of them while acting as Agentthe retiring Agent shall be sufficiently given if given by the Required Lenders, all notices or other communications required or permitted to be given to the Agent shall be given to each Lender, and all payments to be made to the retiring Agent shall be made directly to the Borrower or Lender for whose account such payment is made.

Successor Agents. Each (a) Any Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Administrative Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the resigning retiring Agent gives notice of its resignation, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent which shall be any Lender or a financial institution with an office commercial bank organized under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in New York, New York, or an Affiliate excess of $250,000,000. Upon the acceptance of any appointment as an Agent hereunder, such financial institutionsuccessor agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Agent and the term “Administrative Agent,” “Collateral Agent,” or “Agents,” as the case may be, shall mean such successor agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Agent’s resignation hereunder, 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 an Agent. Any resignation by The CIT Group/Commercial Services, Inc. as Administrative Agent pursuant to this Section 8.09(a) shall also constitute its resignation as a Swingline Lender. (b) If within forty-five (45) days after written notice is given of the retiring Agent’s resignation under this Section 8.09 no successor Agent has shall have been appointed pursuant to and shall have accepted such appointment, then on such 45th day (or such later date as such retiring Agent may in its sole discretion notify the immediately preceding sentence by Lenders and the 10th day after Administrative Borrower) (i) the date such notice of resignation was given by such Agent, such retiring Agent’s resignation shall become effective effective, (and such ii) the retiring Agent shall thereupon be relieved discharged from its duties and obligations hereunderunder the Loan Documents and (iii) and the Required Lenders shall thereafter perform all the duties of such the retiring 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 and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s resignation hereunderhereunder as Agent shall have become effective, the provisions of this Section 8 and Section 9.5 Article VIII shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was an Agent under this Agreement.

Successor Agents. Each Either Agent may resign at any time as Agent upon 10 thirty (30) days’ written notice to the Lenders, the Issuing Lender such other Agent and the Borrower. Upon any If either Agent shall resign as such resignationAgent in its applicable capacity under this Agreement and the other Credit Documents, then the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent, which successor Agent agent shall (unless an Event of Default under Section 7(aSections 10.01(a) or (h) or arising from breach of Sections 8.01(b) or (c) or Section 7(f9.12 (after giving effect to Section 10.03) 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 agent shall succeed to the rights, powers and duties of the resigning Agentsuch Agent in its applicable capacity, and the term “Administrative Agent” and/or or “Collateral Agent”, as applicablethe case may be, shall mean such successor Agent agent effective upon such appointment and approval, and the resigning former Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, without any other or further act or deed on the part of such resigning former Agent or any of the parties to this Agreement or any holders of the Loans. If no applicable successor shall have been so appointed agent has accepted appointment as such Agent in its applicable capacity by the Required Lenders and shall have accepted date that is thirty (30) days following such appointment within 10 days after the resigning Agent gives retiring Agent’s notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such retiring Agent’s resignation shall nevertheless thereupon become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter assume and perform all of the duties of such 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; provided that the Collateral Agent shall continue to hold any Liens granted to it under the Credit Documents until such time as a successor shall be appointed hereunder. After any retiring Agent’s resignation as the Administrative Agent and/or or the Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 Article XI shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was an Agent under this Agreement and the other Credit Documents.

Successor Agents. Each Any Agent may resign at any time upon 10 days’ by giving 30 days prior written notice thereof to the Administrative Agent and Group and may be removed at any time with or without cause by the Required Lenders, the Issuing Lender and the Borrower. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor AgentAgent with the approval of the Debt Coordinators and, which successor Agent shall (unless an so long as no Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the LoansGroup. 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 resigning Agent gives retiring Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the resigning Debt Coordinators and the retiring Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent Agent, which shall be a Lender Party and a financial institution with an office in New York, New York, organized under the laws of the United States of America or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice State thereof and having a net worth of resignation was given by such Agentat least $500,000,000; provided; however, that if, such retiring Agent is unable to locate another Person which is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s 's resignation shall nevertheless thereupon become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationeffective. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the resigning retiring Agent, and the resigning retiring Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by under this Agreement and the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorother Loan Documents. After an any retiring Agent’s 's resignation hereunderor removal hereunder as Agent, the provisions of this Section 8 and Section 9.5 Article VI shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent under this Agreement.

Successor Agents. Each Agent may resign at any time upon 10 by giving 30 days’ ' prior written notice thereof to the Lenders and Borrowers, and Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrowers and Agent and signed by Requisite Lenders, the Issuing Lender and the Borrower. Upon any such resignationnotice of resignation or any such removal, the Required Requisite Lenders shall have the right right, upon five Business Days' notice to Borrowers, to appoint from among the Lenders a successor to Agent. If, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to within 30 days after 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 date of the resigning Agent's notice of its intention to resign, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor to Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the resigning Agent gives notice of its resignationRequisite Lenders, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s 's resignation shall become effective (on such date without the need for any further action and such Agent the Lenders shall be relieved from its duties deemed to have been appointed as successor to Agent hereunder and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such the Agent hereunder and/or under any other Loan Document until such time, if any, as the Required appointment by Requisite Lenders appoint a of some other successor Administrative Agent and/or Collateral to Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor to Agent, including, the Lenders as successor to Agent (who shall be deemed to have accepted such appointment pursuant to this subsection 8.5), such successor to Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, retiring or removed Agent and the resigning retiring or removed Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorunder this Agreement. After an any retiring or removed Agent’s 's resignation hereunderor removal hereunder as Agent, the provisions of this Section 8 and Section 9.5 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent under this Agreement and the other Loan Documents.

Successor Agents. Each Either Agent may resign at any time upon 10 days’ written notice to by notifying the Lenders, the Issuing Lender Lenders and the BorrowerBorrowers. Upon any such resignation, the Required Lenders shall have the right right, in consultation with the Borrowers, to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loanssuccessor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 45 days after the resigning retiring Agent gives notice of its resignation, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th 45th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall nonetheless become effective (and such Agent shall be relieved discharged from its duties and obligations hereunderhereunder (except that in the case of any collateral security held by the retiring Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as nominee until such time as a successor Agent is appointed)) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning retiring Agent, and the resigning retiring Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After an Agent’s resignation hereunder, the provisions of this Section 8 10 and Section 9.5 11.5 shall continue in effect for the benefit of such resigning retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as Agent.

Successor Agents. Each An Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders and the Borrowers, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, 45 days after the retiring Agent gives notice of its intention to resign. Either Agent may be removed at any time with or without cause by written notice received by such Agent from the Required Lenders, such removal to be effective on the Issuing Lender and date specified by the BorrowerRequired Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among appoint, on behalf of the Lenders Borrowers and the Lenders, a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the resigning Agent gives Agent’s giving notice of its resignationintention to resign, then the resigning Agent maymay appoint, on behalf of the Lenders Borrowers and the Issuing Lenders, a successor Agent. Notwithstanding the previous sentence, an Agent may at any time without the consent of the Borrowers or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institutionhereunder. If an Agent has resigned or been removed and no successor Agent has been appointed pursuant to appointed, the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter may perform all the duties of such 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 Agent shall be deemed to be appointed hereunder until such time, if any, as successor Agent has accepted the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may beappointment. Any such resignation by such successor Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters a commercial bank having capital and retained earnings of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationat least $100,000,000. Upon the acceptance of its any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, and duties of the resigning or removed Agent. Upon the effectiveness of the resignation or removal of an Agent, and the resigning or removed Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by and under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorLoan Documents. After the effectiveness of the resignation or removal of an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 Article 10 shall continue in effect for the benefit of such resigning Agent, its sub-agents and their respective Related Parties or removed Agent in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Agent hereunder and under 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 Agents. Each Any Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five (45) days after the retiring Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right (with, so long as no Default has occurred or is continuing at such time, the approval of the Borrower; such approval not to appoint from among be unreasonably withheld) to appoint, on behalf of the Lenders Borrower and the Lenders, a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the resigning Agent gives Agent's giving notice of its resignationintention to resign, then the resigning Agent maymay appoint, on behalf of the Lenders Borrower and the Issuing Lenders, a successor Agent. Notwithstanding the previous sentence, any Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as its successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institutionhereunder. If an Agent has resigned and no successor Agent has been appointed pursuant to appointed, the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter may perform all the duties of such Agent hereunder and/or under any and the Borrower 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 Agent shall be deemed to be appointed hereunder until such time, if any, as successor Agent has accepted the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may beappointment. Any such resignation by such successor Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters a commercial bank having capital and retained earnings of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationat least $100,000,000. Upon the acceptance of its any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the effectiveness of the resignation of an Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by and under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorLoan Documents. After the effectiveness of the resignation of an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 Article X shall continue in effect for the benefit of such resigning Agent, its sub-agents and their respective Related Parties Agent in respect of any actions taken or omitted to be taken by any of them it while it was acting as Agentan Agent hereunder and under 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 (a) 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 and (b) the references to "JPMCB" in the definitions of "Eurodollar Base Rate" and "Prime Rate" and in the last sentence of Section 2.13 shall be deemed to be a reference to such successor Administrative Agent in its individual capacity.

Successor Agents. Each of the Administrative Agent may resign at any time and the Collateral Agent may, upon 10 thirty (30) days’ written notice to the LendersBorrower Representative, the Issuing each Lender and each other party hereto, resign as Administrative Agent or Collateral Agent, as applicable. Any successor Collateral Agent shall be appointed by the Borrower. Upon any such resignation, the Required Lenders shall have the right Administrative Agent subject to appoint from among providing notice thereof to the Lenders a successor Agent, which successor Agent shall (unless an Event and the absence of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval objection thereto by the Borrower Majority Lenders within five (5) Business Days after being notified thereof (or such shorter period in which approval shall not be unreasonably withheld or delayed), whereupon the Majority Lenders consent thereto) and upon such appointment such successor Agent agent shall succeed to the rights, powers and duties of the resigning Collateral Agent, and references herein to the term “Administrative Agent” and/or “Collateral Agent”, as applicable, Agent shall mean such successor Agent agent, effective upon its appointment; and such appointment and approval, and the resigning former Collateral Agent’s rights, powers and duties as Agent in such capacity shall be terminated, without any other or further act or deed on the part of such resigning former Collateral Agent or any of the parties to this Agreement or any holders of the LoansAgreement. If any party shall resign as Administrative Agent under this Agreement, then, the Supermajority Lenders and, if no successor Event of Default has occurred and is continuing, the Borrower Representative, during such thirty-day period shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the resigning Agent gives notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New Yorkagent, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, whereupon such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the resigning Administrative Agent, and references herein to the resigning Administrative Agent shall be discharged from mean such successor agent, effective upon its appointment; and such former Administrative Agent’s rights, powers and duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent in such capacity shall be terminated, without any other or further act or deed on the same as those payable part of such former Administrative Agent or any of the parties to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After an any retiring Administrative Agent’s or Collateral Agent’s resignation hereunderhereunder as such agent, the provisions of Article VIII, this Section 8 Article IX and Section 9.5 10.09 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any it while it was Administrative Agent or Collateral Agent, as applicable, under this Agreement. Any successor Administrative Agent that is not a Lender must be a nationally-recognized financial institution that provides administrative agency services in the ordinary course of them while acting as Agentits business.

Successor Agents. Each Any Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower, such resignation to be effective upon the appointment of such a successor Agent or, if no such successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Administrative Agent shall so resign if at any time it ceases to be a Lender. Any Agent may be removed at any time with or without cause by written notice received by such Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among appoint, on behalf of the Lenders Borrower and the Lenders, a successor Agent to such Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon . If no such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty days after the such resigning Agent gives Agent's giving notice of its resignationintention to resign, then the such resigning Agent maymay appoint, on behalf of the Lenders Borrower and the Issuing LenderLenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institutionfor itself. If any Agent has resigned or been removed and no successor Agent has been appointed pursuant to appointed, the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter may perform all the duties of such Agent hereunder and/or under any and the Borrower 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 Agent shall be deemed to be appointed hereunder until such time, if any, as successor Agent has accepted the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may beappointment. Any such resignation by such successor Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters a commercial bank having capital and retained earnings of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationat least $50,000,000. Upon the acceptance of its any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Agent. Upon the effectiveness of the resignation or removal of any Agent, and the resigning or removed Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by and under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorLoan Documents. After the effectiveness of the resignation or removal of an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 Article X shall continue in effect for the benefit of such resigning Agent, its sub-agents and their respective Related Parties Agent in respect of any actions taken or omitted to be taken by any of them it while it was acting as Agentan Agent hereunder and under the other Loan Documents.

Successor Agents. Each Any Agent may resign at any time as Agent upon 10 30 days’ written notice to the Lenders, the Issuing Lender and the Borrower. Upon If any such resignationAgent resigns under this Agreement, the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent for the Lenders, which successor Agent agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 7(a) or Section 7(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of such Agent, whereupon such 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 agent shall succeed to all the rights, powers and duties of the resigning Agent, retiring Agent and the term terms “Administrative Agent” and/or and “Collateral Agent”, as applicable, ” shall mean such successor Agent effective upon such appointment administrative agent and approval, collateral agent and the resigning retiring Agent’s rightsappointment, powers and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, without the provisions of this Article IX and Sections 11.04 and 11.05 shall inure to its benefit as to any other actions taken or further act or deed on the part of such resigning omitted to be taken by it while it was an Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor shall have been so appointed agent has accepted appointment as Agent by the Required Lenders and shall have accepted such appointment within 10 date which is 30 days after the resigning Agent gives following a retiring Agent’s notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such retiring Agent’s resignation shall nevertheless thereupon become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all of the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, agent as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationprovided for above. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the resigning retiring Agent, and the resigning retiring Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorLoan Documents. After an any retiring Agent’s resignation hereunderhereunder as an Agent, the provisions of this Section 8 and Section 9.5 Article IX shall continue in effect for the its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Agent.

Successor Agents. Each Either Agent may resign at any time as Agent upon 10 twenty (20) days’ written notice to the Lenders, the Issuing Lender such other Agent and Borrower. If either Agent shall resign as such Agent in its applicable capacity under this Agreement and the Borrower. Upon any such resignationother Credit Documents, then the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent, which successor Agent agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent agent shall succeed to the rights, powers and duties of the resigning Agentsuch Agent in its applicable capacity, and the term “Administrative Agent” and/or or “Collateral Agent”, as applicablethe case may be, shall mean such successor Agent agent effective upon such appointment and approval, and the resigning former Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, without any other or further act or deed on the part of such resigning former Agent or any of the parties to this Agreement or any holders of the Loans. If no applicable successor shall have been so appointed agent has accepted appointment as such Agent in its applicable capacity by the Required Lenders and shall have accepted date that is twenty (20) days following such appointment within 10 days after the resigning Agent gives retiring Agent’s notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such retiring Agent’s resignation shall nevertheless thereupon become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter assume and perform all of the duties of such 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. After any retiring Agent’s resignation as the Administrative Agent and/or or the Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 Article XI shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement and the other Credit Documents. Notwithstanding the foregoing, Chicago Atlantic may resign as either or both Agents, and choose a successor for each applicable capacity, without notice to, or the consent of, the other Agent, the Lenders (including Required Lenders) or Borrower if such successor is an Affiliate of Chicago Atlantic, and the Lenders and Borrower are deemed to have consented to any such resignation and choice of them while acting successor prior to the effectiveness of this sentence.” (e) The Credit Agreement is hereby modified and amended by deleting all references to “Restatement Date” in the definitions of Parent Pledge Agreement, Patent Security Agreements and Trademark Security Agreements, Section 5.02(e), the second line of Section 5.02(f) and Section 5.02(h)(i) and in place thereof inserting “May 20, 2021.” (f) The Credit Agreement is hereby further modified and amended by amending and restating the Schedules to the Credit Agreement in their respective entirety as Agentset forth in Exhibit A attached hereto.

Successor Agents. Each Either Agent may resign as such at any time upon 10 days’ written at least 30 days prior notice to Company and all Banks. If an Agent at any time shall resign or if the Lendersoffice of Administrative Agent or Collateral Agent shall become vacant for any other reason, the Issuing Lender Majority Banks shall, by written instrument, appoint successor agent(s) satisfactory to such Majority Banks, and, so long as no Default or Event of Default has occurred and the Borroweris continuing, to Company. Upon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which Such successor Agent shall (unless an Event thereupon become the Collateral Agent or Administrative Agent, as applicable, hereunder, and shall be entitled to receive from the prior Agent such documents of Default transfer and assignment as such successor Agent may reasonably request. Any such successor Agent shall be a commercial bank or commercial finance company organized under Section 7(a) the laws of the United States or Section 7(f) with respect to the Borrower any state thereof and shall have occurred a combined capital and be continuing) be subject surplus of at least $500,000,000. If a successor is not so appointed or does not accept such appointment before the resigning Agent's resignation becomes effective, the resigning Agent may appoint a temporary successor to approval act until such appointment by the Borrower (which approval Majority Banks and, if applicable, the Company is made and accepted or if no such temporary successor is appointed as provided above by the resigning Agent, the Majority Banks shall not be unreasonably withheld or delayed)thereafter perform all of the duties of the resigning Agent hereunder until such appointment by the Majority Banks and, whereupon such if applicable, the Company is made and accepted. Such successor Agent shall succeed to all of the rights, powers rights and duties obligations of the resigning AgentAgent as if originally named. The resigning Agent shall duly assign, transfer and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean deliver to such successor Agent effective upon such appointment and approval, and all moneys at the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed time held by the Required Lenders and shall have accepted such appointment within 10 days after the resigning Agent gives notice of hereunder after deducting therefrom its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent expenses for which shall it is entitled to be a financial institution with an office in New York, New York, or an Affiliate reimbursed. Upon such succession of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom obligations, in its capacity as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable Agent, hereunder, except for its gross negligence or wilful misconduct arising prior to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, and the provisions of this Section 8 and Section 9.5 Article 12 shall continue in effect for the benefit of such the resigning Agent, its sub-agents and their respective Related Parties Agent in respect of any actions taken or omitted to be taken by any of them it while it was acting as Agent.

Successor Agents. Each Administrative Agent and/or Syndication Agent may resign at any time upon 10 days’ written give notice of its resignation to the Lenders, the Issuing Lender Lenders and the BorrowerCompany. Upon receipt of any such notice of resignation, the Required Requisite Lenders shall have the right to appoint from among the Lenders a successor Agentright, which successor Agent shall (unless an subject, so long as no Event of Default under Section 7(a) or Section 7(f) with respect has occurred and is continuing, to the Borrower shall have occurred and be continuing) be subject consent of Company, in consultation with Company, to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such appoint a successor Administrative Agent shall succeed to the rights, powers and duties of the resigning and/or Syndication Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent which shall be terminateda bank with an office in New York, without or an Affiliate of any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loansbank with an office in New York. If no such successor shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within 10 days after the resigning retiring Administrative Agent and/or Syndication Agent as the case may be, gives notice of its resignation, then the resigning retiring Administrative Agent may, may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Administrative Agent which and/or Syndication Agent, as applicable, meeting the qualifications set forth above and subject, so long as no Event of Default has occurred and is continuing, to the consent of Company, provided that if Administrative Agent and/or Syndication Agent, as applicable, shall notify Company and Lenders that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent and/or Syndication Agent, as applicable, shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved discharged from its duties and obligations hereunder) hereunder and under the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document Documents and (2) all payments, communications and determinations provided to be made by, to or through Administrative Agent and/or Syndication Agent, as applicable, shall instead be made by or to each Lender directly, until such time, if any, time as the Required Requisite Lenders appoint a successor Administrative Agent and/or Collateral Syndication Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, provided for above in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationthis paragraph. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorand/or Syndication Agent, as applicable hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the resigning retiring (or retired) Administrative Agent and/or Syndication Agent, as applicable, and the resigning retiring Administrative Agent and/or Syndication Agent, as applicable shall be discharged from all of its duties and obligations hereunder (if not already discharged therefrom as provided above)or under the Loan Documents. The fees payable by the Borrower Company to a successor Administrative Agent and/or Syndication Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Company and such successor. After an the retiring Administrative Agent’s and/or Syndication Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Section 8 and Section 9.5 subsection 9.2 shall continue in effect for the benefit of such resigning retiring Administrative Agent and/or Syndication Agent, as applicable, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent and/or Syndication Agent, as applicable was acting as Agentin such capacity.

Successor Agents. Each (a) The Designated Agent may resign at any time upon 10 days’ written notice to the Lenders, the Issuing Lender Lenders and the Borrower. Upon any such resignationIf the Designated Agent shall so resign under this Agreement and the other Loan Documents, then the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent for the Lenders, which successor Agent agent shall (unless an Event of Default under Section 7(a) or Section 7(f8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld withheld, conditioned or delayed), whereupon such successor Agent agent shall succeed to the rights, powers and duties of the resigning Agent, Designated Agent and the term “Administrative Designated Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent agent effective upon such appointment and approval, and the resigning former Agent’s rights, powers and duties as Designated Agent shall be terminated, without any other or further act or deed on the part of such resigning former Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed agent has accepted appointment as Designated Agent by the Required Lenders and shall have accepted such appointment within date that is 10 days after the resigning Agent gives notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint following a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such retiring Agent’s notice of resignation was given by such Agent(the “Resignation Effective Date”), such the retiring Agent’s resignation shall nevertheless thereupon become effective (and such Agent shall be relieved from its duties and obligations hereunder) effective, and the Required Lenders shall thereafter assume and perform all of the duties of such the Designated Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom agent as provided for above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s resignation hereunder, as Designated Agent the provisions of this Section 8 and Section 9.5 9.7 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was an Agent under this Agreement and the other Loan Documents.

Successor Agents. Each Any Agent may resign at any time as Agent upon 10 30 days’ written notice to the Lenders. If any Agent resigns under this Agreement, the Issuing Lender and the Borrower. Upon any such resignation, the applicable Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent for the Lenders, which successor Agent agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 7(a) or Section 7(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of such Agent, whereupon such 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 agent shall succeed to all the rights, powers and duties of the resigning Agent, retiring Agent and the term terms “Administrative Agent,” and/or “Co-Administrative Agent” (if applicable) and “Collateral Agent”, as applicable, ” shall mean such successor Agent effective upon such appointment administrative agent, co-administrative agent (if applicable) and approval, collateral agent and the resigning retiring Agent’s rightsappointment, powers and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, without the provisions of this Article VII and Sections 8.03 and 8.04 shall inure to its benefit as to any other actions taken or further act or deed on the part of such resigning omitted to be taken by it while it was an Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor shall have been so appointed agent has accepted appointment as Agent by the Required Lenders and shall have accepted such appointment within 10 date which is 30 days after the resigning Agent gives following a retiring Agent’s notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such retiring Agent’s resignation shall nevertheless thereupon become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all of the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the applicable Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, agent as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationprovided for above. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Collateral Documents, and such other instruments or notices, as may be necessary or desirable, or as the applicable Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the resigning retiring Agent, and the resigning retiring Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorLoan Documents. After an any retiring Agent’s resignation hereunderhereunder as an Agent, the provisions of this Section 8 and Section 9.5 Article VII shall continue in effect for the its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Agent. Any corporation or association into which either Collateral Agent may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all the trust business of such Collateral Agent’s corporate trust line of business may be transferred, shall be the successor of such Collateral Agent under this Agreement without further act.

Successor Agents. Each The Administrative Agent or the Collateral Agent may resign at any time upon 10 60 days’ written notice to the Lenders, the Issuing Lender Lenders and the Borrower. Upon any such resignationIf the Administrative Agent or the Collateral Agent shall resign under this Agreement and the other Loan Documents, then the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent for the Lenders, which successor Agent agent shall (unless an Event of Default under Section 7(a8(a) or Section 7(f8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent agent shall succeed to the rights, powers and duties of the resigning Administrative Agent or the Collateral Agent, as the case may be, and the term “Administrative Agent” and/or or “Collateral Agent”, ,” as applicable, shall mean such successor Agent agent effective upon such appointment and approval, and the resigning former Administrative Agent’s or the former Collateral Agent’s, as applicable, rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such resigning former Administrative Agent or former Collateral Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed agent has accepted appointment as Administrative Agent by the Required Lenders and shall have accepted such appointment within 10 date that is 60 days after the resigning Agent gives following a retiring Administrative Agent’s notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (and such Agent shall be relieved from its duties and obligations hereunder) effective, and the Required Lenders shall thereafter 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. If no successor agent has accepted appointment as Collateral Agent by the date that is 60 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Administrative Agent and/or shall assume and perform all of the duties of the Collateral AgentAgent hereunder until such time, if any, as the case may beRequired Lenders appoint a successor agent as provided for above. Any such resignation by such In any event the retiring Collateral Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain transfer all of its rights as Issuing Lender with Collateral Agent in respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, Loan Documents and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable Collateral to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s resignation hereunderas Agent, the provisions of this Section 8 and Section 9.5 9 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent under this Agreement and the other Loan Documents.

Successor Agents. Each of the Administrative Agent and Collateral Agent may resign at any time upon 10 days’ written give notice of its resignation to the Lenders, the Swingline Lender, the Issuing Lender Banks and the Borrower. If the Administrative Agent, Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may be removed as the Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower and the Required Lenders. Upon receipt of any such resignationnotice of resignation or removal, as the case may be, the Required Majority Lenders shall have the right to appoint from among the Lenders a successor Agentright, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect subject to the Borrower shall have occurred and be continuing) be subject to approval by consent of the Borrower (which approval shall not to be unreasonably withheld or delayed)) so long as no Default under Section 11.1 or 11.5 is continuing, whereupon to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such successor Agent shall succeed to bank with an office in the rightsUnited States. If, powers and duties in the case of the resigning a resignation of a retiring Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean no such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 10 30 days after the resigning retiring Agent gives notice of its resignation, then the resigning retiring Agent may, may on behalf of the Lenders Lenders, the Swingline Lender and the Issuing LenderBanks, appoint a successor Agent which shall be meeting the qualifications set forth above. Whether or not a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agentappointed, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and at the Required Lenders shall thereafter perform all the duties end of such Agent hereunder and/or under any other Loan Document until such time, if any, 30 day period. Upon the acceptance of a successor’s appointment as the Required Lenders appoint a successor Administrative Agent and/or or Collateral Agent, as the case may be. Any , hereunder, and upon the execution and filing or recording of such resignation by financing statements, or amendments thereto, and such Agent hereunder shall also constituteother instruments or notices, to the extent applicableas may be necessary or desirable, its resignation or as the Issuing LenderMajority Lenders may request, in which case such resigning Agent (a) shall not order to continue the perfection of the Liens granted or purported to be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued granted by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successorSecurity Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the resigning retiring (or retired) Agent, and the resigning retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided aboveabove in this Section 12.9). The fees payable by the Borrower (following the effectiveness of such appointment) to a successor such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an the retiring Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Section 8 12 (including Section 12.7) and Section 9.5 13.5 shall continue in effect for the benefit of such resigning retiring Agent, its sub-agents Subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank and Swingline Lender. 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 Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Successor Agents. Each An Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the BorrowerCompany. Upon any such resignation, the Company shall, with the consent of the Required Lenders shall Lenders, have the right to appoint from among the Lenders a successor Agent (which may be the other institution then acting as Agent, which ). If no successor Agent shall have been so appointed, and shall have accepted such appointment, within 60 days after the retiring Agent gives notice of resignation (unless the “Resignation Effective Date”), the retiring Agent may, on behalf of the Lenders, appoint a successor Agent (which may be the other institution then acting as Agent), which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000 (an Event of Default under Section 7(a) or Section 7(f) “Eligible Successor Agent”); provided that if the retiring Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with respect such notice on the Resignation Effective Date. If the Person serving as an Agent is a Defaulting Lender, the Required Lenders may, to the Borrower shall have occurred and be continuing) be subject to approval extent permitted by the Borrower (which approval shall not be unreasonably withheld or delayed)applicable law, whereupon such successor Agent shall succeed by notice in writing to the rightsCompany and such Person, powers and duties of the resigning remove such Person as Agent, and with the term “Administrative Agent” and/or “Collateral Agent”consent of the Company, as applicable, shall mean such appoint a successor Agent effective upon such appointment and approval, and the resigning that is an Eligible 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 resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after (or such earlier day as shall be agreed by the resigning Agent gives notice of its resignationRequired Lenders) (the “Removal Effective Date”), then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which such removal shall be a financial institution nonetheless become effective in accordance with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (and such Agent shall be relieved from its duties and obligations hereunderas applicable) and (i) the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning retiring or removed Agent shall be discharged from its duties and obligations hereunder and (ii) all payments, communications and determinations provided to be made by, to or through such retiring or removed Agent, including under Section 5.01 hereof, shall instead be made by or to each Lender and Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for in this Section. Upon the acceptance of its appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder as Agent (if not already discharged therefrom as provided abovein this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring or removed Agent’s resignation hereunderor removal hereunder as an Agent, the provisions of this Section 8 and Section 9.5 Article shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as it was an Agent.

Successor Agents. Each Any Agent may resign at any time as an Agent upon 10 30 days’ written ' notice to the Lenders, the Issuing Lender and the BorrowerBanks. Upon any such resignationIf an Agent resigns under this Agreement, the Required Lenders shall have the right to appoint from among the Lenders a successor AgentBanks shall, which successor Agent shall with (unless an so long as no Event of Default under Section 7(aexists) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by consent of the Borrower Company (which approval shall not be unreasonably withheld or delayed), whereupon appoint from among the Banks a successor agent for the Banks. If no successor agent is appointed prior to the effective date of the resignation of an Agent, such Agent may appoint, after consulting with the Banks and the Company, a successor agent from among the Banks. Upon the acceptance of its appointment as successor agent hereunder, such successor Agent agent shall succeed to all the rights, powers and duties of the resigning Agent, retiring Agent and the term “terms "Administrative Agent” and/or “Collateral ," "Syndication Agent”, " and "Agent," as applicable, shall mean such successor Agent effective upon such appointment and approvalagent, and the resigning retiring Agent’s rights's appointment, powers and duties as an Agent shall be terminated. After any retiring Agent's resignation hereunder as an Agent, without the provisions of this Section 13 and Sections 14.6 and 14.13 shall inure to its benefit as to any other actions taken or further act or deed on the part of such resigning omitted to be taken by it while it was an Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor shall have been so appointed agent has accepted appointment as an Agent by the Required Lenders and shall have accepted such appointment within 10 date which is 30 days after the resigning Agent gives following a retiring Agent's notice of its resignation, then the resigning Agent may, on behalf of the Lenders retiring Agent's resignation shall nevertheless thereupon become effective and the Issuing Lender, appoint a successor Agent which Banks shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all of the duties of such the retiring Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders Banks appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom agent as provided for above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 shall continue in effect for the benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as Agent.

Successor Agents. Each Subject to the last sentence of this Subsection 9.9, the Agent and the Collateral Agent may resign as Agent or Collateral Agent, as the case may be, at any time upon 10 days’ by giving written notice thereof to the Lenders and the Company and may be removed at any time with or without cause by the Required Lenders, provided that no such resignation or removal shall become effective until a successor Agent or Collateral Agent, as the Issuing Lender case may be, shall have been appointed and the Borrowershall have accepted such appointment as provided in this Subsection 9.9. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent or Collateral Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to as 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 resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loanscase may be. If no successor Agent or Collateral Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the resigning Agent gives retiring Agent's or Collateral Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent or Collateral Agent, then then, upon five Business Days' notice to the resigning Company and the Lenders, the retiring Agent or Collateral Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder , which shall also constitutebe a bank which maintains an office in the United States, to or a commercial bank organized under the extent applicablelaws of the United States of America or of any State thereof, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue or any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date Affiliate of such resignationa bank, having a combined capital and surplus of at least $100,000,000. Upon the acceptance of its any appointment as Agent or Collateral Agent hereunder by a successorsuccessor Agent or Collateral Agent, such successor Agent or Collateral Agent, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning retiring Agent or Collateral Agent, as the case may be, and the resigning retiring Agent or Collateral Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorunder this Agreement. After an the retiring Agent’s 's or Collateral Agent's resignation hereunderor removal hereunder as such agent, the provisions of this Section 8 and Section 9.5 9 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was such agent under this Agreement. Anything in this Subsection 9.9 to the contrary notwithstanding, so long as the Company has not failed to perform its obligations under this Agreement or under any of them while acting Related Document and so long as LaSalle is a Lender, LaSalle agrees not to resign as Agent or Collateral Agent or to take any action in its capacity as a Lender to remove itself as Agent or Collateral Agent.

Successor Agents. Each (a) The Administrative Agent may resign at any time as the Administrative Agent and the Collateral Agent upon 10 thirty (30) days’ written notice to the Lenders, the Issuing Lender and the Borrower. Upon any such resignationIf an Administrative Agent resigns under this Agreement, the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent for the Lenders, which successor Agent agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 7(a) or Section 7(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayeddelayed and shall be deemed given if the Borrower fails to respond within ten (10) Business Days). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. 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 resigning Agent, retiring Administrative Agent and the term “Administrative Agent” and/or and “Collateral Agent”, as applicable, ” shall mean such successor Agent effective upon such appointment and approvaladministrative agent and/or supplemental administrative agent, as the case may be, and the resigning retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent and the Collateral Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent and the Collateral Agent, without the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such resigning Administrative Agent or any of the parties to Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor shall have been so appointed agent has accepted appointment as the Administrative Agent by the Required Lenders 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 on such date and the retiring Administrative Agent may (but shall not be obligated to) with the consent of the Borrower at all times other than during the existence of an Event of Default (which consent shall not be unreasonably withheld or delayed and shall have accepted such appointment be deemed given if the Borrower fails to respond within 10 days after the resigning Agent gives notice of its resignation, then the resigning Agent may, ten (10) Business Days) on behalf of the Lenders and the Issuing LenderL/C Issuers, appoint a successor Administrative Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institutionfrom among the Lenders. If no a successor Administrative Agent has not so been appointed pursuant to appointed, the immediately preceding sentence by Lenders shall perform all of the 10th day after duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. With effect from the date such which is thirty (30) days following the retiring Administrative Agent’s notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such i) the retiring Administrative Agent shall be relieved discharged from its duties and obligations hereunderhereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or the Collateral Agent on behalf of the Lenders or the L/C 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 (ii) all payments, communications and determinations provided to be made by, to or through the Required Lenders Administrative Agent shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document instead be made by or to each Lender and each L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationprovided for above. Upon the acceptance of its any appointment as Agent the Collateral Agent, as applicable, hereunder by a successorsuccessor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such successor amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the resigning retiring Collateral Agent, and the resigning retiring Collateral Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorLoan Documents. After an the retiring Administrative Agent’s resignation hereunderhereunder as the Administrative Agent and the Collateral Agent, the provisions of this Section 8 Article IX and Section 9.5 Sections 10.04 and 10.05 shall continue in effect for the its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as the Administrative Agent and the Collateral Agent.