Common use of Successor Agents Clause in Contracts

Successor Agents. Any Agent may resign at any time upon thirty (30) days’ notice to the Lenders, the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent, the Lenders and each other Agent. If an Agent resigns or is removed by the Borrower, the Required ▇▇▇▇▇▇▇ shall appoint a successor agent, which successor agent shall be consented to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Agent, such Agent, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Agent’s resignation or removal in accordance herewith as the Agent, the provisions of this Article VIII and the provisions of Section 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any Each of the Administrative Agent and the Collateral Agent may resign at any time as the Administrative Agent or the Collateral Agent, as applicable upon thirty (30) days’ notice to the Lenders, Lenders and the Borrower and each other if either the Administrative Agent and if such or the Collateral Agent is a Defaulting Lender or during an Agent Default PeriodLender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent, the Lenders and each other AgentLenders. If an the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed by the Borrower, the Required ▇▇▇▇▇▇▇ Lenders shall appoint from among the Lenders a successor agentagent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Sections 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, such as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agentagent from among the Lenders; provided that, for the avoidance of doubt, the resignation or removal, as applicable, of the Administrative Agent shall be effective on such date regardless as to whether a successor agent has been appointed by such date. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under the Loan Documents or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, ” shall mean such successor administrative agent or collateral agentagent and/or Supplemental Agent, as the case may be, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or the Collateral Agent’s resignation or removal in accordance herewith hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article VIII 9 and the provisions of Section 9.05 Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of the Loan Documentsor Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders ▇▇▇▇▇▇▇ appoint a successor agent as provided for above. Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security DocumentsCollateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent, as applicable, Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article VIII 9 and Section 9.05 Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent, . Any resignation by Bank of America as applicable. Notwithstanding anything Administrative Agent pursuant to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed this Section shall also constitute its resignation as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation L/C Issuer and Swing Line Lender pursuant to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder Sections 2.03(q) and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto2.04(h).

Successor Agents. Any (a) The Administrative Agent may resign at any time as Administrative Agent upon thirty sixty (3060) days’ notice to the LendersOwners, each Managing Agent, the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default PeriodIndenture Trustee, the Borrower Issuer, the Performance Guarantor and the Servicer with such resignation becoming effective upon a successor administrative agent succeeding to the rights, powers and duties of the Administrative Agent pursuant to this Section 5.9. If the Administrative Agent shall resign as Administrative Agent under this Agreement, then the Series 2017-VFN Controlling Holders shall appoint from among the Committed Purchasers a successor administrative agent. Any Managing Agent may remove such Defaulting Lender from such role resign as Managing Agent upon ten (10) days’ notice to the Owners in its Ownership Group, the Administrative Agent, the Lenders and each other Agent. If an Agent resigns or is removed by the BorrowerIndenture Trustee, the Required ▇▇▇▇▇▇▇ shall appoint Issuer and the Servicer with such resignation becoming effective upon a successor agent, which successor agent shall be consented succeeding to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Agent, such Agent, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Managing Agent pursuant to this Section 5.9. If a Managing Agent shall resign as Managing Agent under this Agreement, then (i) Owners in its Ownership Group having Percentage Interests aggregating greater than 50% of the Loan Documents aggregate Percentage Interests of all Owners in such Ownership Group, and (ii) Committed Purchasers in its Ownership Group having Commitments aggregating greater than 50% of the aggregate Commitments of all Committed Purchasers in such Ownership Group shall appoint from among the Committed Purchasers in such Ownership Group a successor agent for such Ownership Group. (b) The Issuer may replace the Administrative Agent by giving at least one hundred twenty (120) days’ prior written notice to the Administrative Agent, the Owners, the Managing Agents, the Transferor, the Servicer, the Performance Guarantor and the Indenture Trustee. Any such replacement Administrative Agent shall be subject to the prior written approval of 100% of the Managing Agents as of such date (other than the Person then acting as the Administrative Agent, in such capacity, but including such Person, if applicable, in its capacity as an Owner), which approval shall not be unreasonably withheld or delayed. If 100% of the Managing Agents do not approve a replacement Administrative Agent, the Administrative Agent shall continue to serve in such capacity until it resigns in accordance with Section 5.9(a) or is replaced in accordance with this Section 5.9(b). (c) Any successor administrative agent or agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” or “Collateral Managing Agent”, ,” as applicable, shall mean such successor administrative agent or collateral agentmanaging agent effective upon its appointment, and the retiring Administrative former Managing Agent’s or Collateral Agent’s appointmentrights, powers and duties as the Administrative Managing Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Managing Agent or any of the parties to this Agreement. After the retiring Managing Agent’s resignation or removal in accordance herewith as the Managing Agent, the provisions of this Article VIII and the provisions of Section 9.05 V shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Managing Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretoAgreement.

Successor Agents. Any Each Appointed Agent may resign as an Appointed Agent upon at any time upon thirty (30) least 30 days’ prior notice to the LendersLenders and the Borrower. In the event any Appointed Agent sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice Required Lenders. Subject to the Administrative Agentforegoing, the Lenders and each other Agent. If if an Appointed Agent resigns or is removed by under this Agreement, the Required Lenders (with the prior consent of the Borrower, the Required ▇▇▇▇▇▇▇ such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be consented to by the Borrower at all times a Lender or a commercial bank, commercial finance company or other than during the existence asset based lender having total assets in excess of a Payment or Bankruptcy Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender$5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation or removal of the any Appointed Agent, such Agent, in Appointed Agent may appoint (but without the case need for the consent of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), ) a successor agentagent from among the Lenders. Upon the acceptance of its appointment as successor agentagent ▇▇▇▇▇▇▇▇▇, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Agent under the Loan Documents and the term “Administrative Appointed Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Appointed Agent’s appointment, powers and duties as the Administrative an Appointed Agent or Collateral Agent, as applicable, shall be terminated. After the any retiring Appointed Agent’s resignation or removal in accordance herewith hereunder as the an Appointed Agent, the provisions of this Article VIII XIII and the provisions of Section 9.05 14.10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the an Appointed Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretoAgreement.

Successor Agents. Any (a) The Administrative Agent or Collateral Agent may resign at any time as the Administrative Agent or Collateral Agent, as applicable, upon thirty (30) 30 days’ written notice to the Borrower Representative and the Lenders. If the Administrative Agent or Collateral Agent or a Controlling Affiliate of the Administrative Agent or the Collateral Agent is subject to an Agent-Related Distress Event, the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower Representative may remove such Defaulting Lender Agent from such role upon ten (10) days’ written notice to the Administrative Agent, the Lenders and each other AgentLenders. If an Agent resigns Upon receipt of any such notice of resignation or is removed by the Borrowerremoval, the Required ▇▇▇▇▇▇▇ Lenders shall appoint from among the Lenders a successor agentagent for the Lenders, which successor agent shall be consented to by the Borrower Borrowers at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Section 8.01(a), (f), or (g) (which consent of the Borrower Borrowers shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal removal, as applicable, of the Administrative Agent or Collateral Agent, such as applicable, the Administrative Agent or Collateral Agent, in the case of a resignationas applicable, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation)Borrowers, a successor agentagent from among the Lenders. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under the Loan Documents or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent”, ,” as applicable, shall mean such successor administrative agent or such successor collateral agent, as applicable, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or Collateral Agent’s resignation or removal in accordance herewith hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article VIII IX and the provisions of Section 9.05 Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of the Loan Documentsor Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of such the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, . Upon the acceptance of any appointment as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under hereunder by a successor or upon the Loan Documents. After expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation hereunder as or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents but the provisions of this Article VIII IX and Section 9.05 Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Agent, its benefit sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it any of them solely in respect of the Loan Documents or Obligations, as applicable, while it the retiring Agent was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Administrative Agent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrower Representative and the Required Lenders. (b) Any resignation by or removal of Barclays as Administrative Agent or Collateral Agent pursuant to this Section 9.09 shall also constitute its resignation or removal as an L/C Issuer and as Swing Line Lender, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swing Line Loans hereunder and (y) shall maintain all of its rights as L/C Issuer or Swing Line Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swing Line Loans made by it, prior to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed date of such resignation or removal. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent hereunder or upon the expiration of the 30-day period following the retiring Administrative Agent or Collateral Agent’s notice of resignation or removal without a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or agent having been appointed, (i) such successor (if any) shall succeed to and become vested with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business rights, powers, privileges and duties of such Agent the retiring L/C Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be the successor discharged from all of such Agent their respective duties and obligations hereunder and or under the other Loan DocumentsDocuments and (iii) the successor L/C Issuer (if any) shall issue letters of credit in substitution for the Letters of Credit, without if any, outstanding at the execution time of such succession or filing of any paper make (or any further action on the part of any Borrowers shall enter into) other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the parties heretoretiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. Any (a) Subject to the terms of this Section 11.05, each Agent may resign at any time may, upon thirty (30) days’ notice to the LendersLenders and the Borrower, resign as Administrative Agent or the Collateral Agent, as applicable. In addition, if at any time Citibank, N.A.’s Percentage of Advances is less than fifty-one (51%), so long as no Default or Event of Default has occurred and is continuing, the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Periodmay, the Borrower may remove such Defaulting Lender from such role upon ten thirty (1030) days’ notice to the notice, remove Citibank, N.A. as Administrative Agent, the Lenders and each other Agent. If an Agent resigns shall resign or is removed by the Borrowerbe removed, then the Required ▇▇▇▇▇▇▇ shall appoint a successor agent, which . If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation or removal, such Agent may appoint, or petition a court of competent jurisdiction at the Borrower’s expense to appoint, a successor agent; provided that no such successor agent may be a Defaulting Lender without the prior written consent of the Borrower. (b) Any successor Administrative Agent and any successor Collateral Agent shall be consented a U.S. Person (within the meaning of Section 7701(a)(30) of the Code) and shall be a bank with an office in the United States of America or an Affiliate of such bank and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1 (as in effect on the date hereof). The appointment of any successor Agent shall be subject to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that in no event shall the consent of the Borrower to any such successor Agent appointment shall not be a Defaulting Lenderrequired if an Event of Default shall have occurred and is continuing. If no successor agent is appointed prior to the effective date of the Any resignation or removal of an Agent shall be effective upon the Agent, such Agent, in the case appointment of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminatedthis Section 11.05. After the effectiveness of any retiring or removed Agent’s resignation or removal in accordance herewith hereunder as the Agent, the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article VIII XI shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the other Facility Documents. (c) Subject to the terms of this Section 11.05(c) the Administrative Agent may, upon thirty (30) days’ notice to the Collateral Manager, the Equityholder, 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 for cause at any time. If the Collateral Agent shall be removed pursuant to this Section 11.05(c), then the Administrative Agent during such thirty (30) day period shall appoint a successor Collateral Agent. The appointment of any successor Collateral Agent pursuant to this Section 11.05(c) shall be subject to the prior written consent of the Borrower (provided that no Event of Default has occurred and is continuing) and the Required Lenders. If the Collateral Agent is removed pursuant to this Section 11.05(c), the Collateral Agent shall be removed in all other capacities in which it serves under this Agreement and under any of the other Facility Documents, but not in its capacities as Administrative Agent or Lender, if applicable. Any removal of the Collateral Agent pursuant to this Section 11.05(c) shall be effective upon the appointment of a successor Collateral Agent pursuant to this Section 11.05(c) and the acceptance of such appointment by such successor. After the effectiveness of any removal of the Collateral Agent pursuant to this Section 11.05(c), the Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents (but not in its capacities as Administrative Agent or Lender, if applicable) and the provisions of this Article XI and Section 9.05 11.05(c) shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was the Collateral Agent in respect of under this Agreement and under the Loan other Facility Documents. If no successor agent has accepted appointment as In the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint event a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇▇▇▇▇ may Agent shall not be appointed as within such thirty (30) day period, the Collateral Agent may petition a court of competent jurisdiction at the Borrower’s expense for the appointment of a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretoCollateral Agent.

Successor Agents. Any Each of the Administrative Agent and the Collateral Agent may resign at any time as the Administrative Agent or the Collateral Agent, as applicable upon thirty (30) days’ notice to the Lenders, Lenders and the Borrower and each other if either the Administrative Agent and if such or the Collateral Agent is has suffered a Defaulting Lender or during an Agent Default PeriodDefault, the Borrower may remove such Defaulting Lender Person from such role upon ten (10) days’ notice to the Administrative Agent, the Lenders and each other AgentLenders. If an the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed by the Borrower, the Required ▇▇▇▇▇▇▇ Lenders shall appoint from among the Lenders a successor agentagent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Sections 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, such as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agentagent from among the Lenders. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under the Loan Documents or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Agent’s resignation or removal in accordance herewith as the Agent, the provisions of this Article VIII and the provisions of Section 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any Each of the Administrative Agent and the Collateral Agent may resign at any time as the Administrative Agent or the Collateral Agent, as applicable, upon thirty (30) 30 days’ notice to the Lenders, Lenders and the Borrower and each other if either the Administrative Agent and if such or the Collateral Agent is a Defaulting Lender or during an Agent Default PeriodLender, the Borrower may remove such Defaulting Lender from such role upon ten (10) 10 days’ notice to the Administrative Agent, the Lenders and each other AgentLenders. If an the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed by the Borrower, the Required ▇▇▇▇▇▇▇ Lenders shall appoint from among the Lenders a successor agentagent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Sections 8.01(a), 8.01(f) or 8.01(g) (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, such as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agentagent from among the Lenders. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under the Loan Documents or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Agent’s resignation or removal in accordance herewith as the Agent, the provisions of this Article VIII and the provisions of Section 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any Each Appointed Agent may resign as an Appointed Agent upon at any time upon thirty (30) least 30 days’ prior notice to the LendersLenders and the Borrower. In the event any Appointed Agent (solely in the case where such Appointed Agent is also a Lender) sells all of its Term Loans and/or Term Loan Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent (solely in the case where such Appointed Agent is also a Lender) becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice Required Lenders. Subject to the Administrative Agentforegoing, the Lenders and each other Agent. If if an Appointed Agent resigns or is removed by under this Agreement, the Required Lenders (with the prior consent of the Borrower, the Required ▇▇▇▇▇▇▇ such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be consented to by the Borrower at all times a Lender or a commercial bank, commercial finance company or other than during the existence similar lender having total assets in excess of a Payment or Bankruptcy Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender$5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation or removal of the any Appointed Agent, such Agent, in Appointed Agent may appoint (but without the case need for the consent of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), ) a successor agentagent from among the Lenders. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Agent under the Loan Documents and the term “Administrative Appointed Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Appointed Agent’s appointment, powers and duties as the Administrative an Appointed Agent or Collateral Agent, as applicable, shall be terminated. After the any retiring Appointed Agent’s resignation or removal in accordance herewith hereunder as the an Appointed Agent, the provisions of this Article VIII XIII and the provisions of Section 9.05 14.10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the an Appointed Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretoAgreement.

Successor Agents. Any (a) The Administrative Agent or Collateral Agent may resign at any time as the Administrative Agent or Collateral Agent, as applicable, upon thirty (30) 30 days’ written notice to the Borrower and the Lenders; provided that, if at the time of such resignation, there is a successor Administrative Agent or Collateral Agent, as applicable, satisfactory to each of the resigning Agent, the Borrower and each other incoming Agent and if such the Borrower, each, in its sole discretion, then the resigning Agent, the incoming Agent and the Borrower may agree to waive or shorten the 30 day notice period. If the Administrative Agent or Collateral Agent or a controlling Affiliate of the Administrative Agent or the Collateral Agent is a Defaulting Lender or during subject to an Agent Default PeriodAgent-Related Distress Event, the Borrower may remove such Defaulting Lender Agent from such role upon ten (10) days’ written notice to the Administrative Agent, the Lenders and each other AgentLenders. If an Agent resigns Upon receipt of any such notice of resignation or is removed by the Borrowerremoval, the Required ▇▇▇▇▇▇▇ Lenders shall appoint from among the Lenders a successor agentagent for the Lenders, which successor agent shall be consented subject to by the consent of the Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default (which consent of the Borrower shall not be unreasonably withheld withheld, conditioned or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal removal, as applicable, of the Administrative Agent or Collateral Agent, such as applicable, the Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Lender), in the case of a resignationas applicable, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation)Borrower, a successor agentagent from among the Lenders. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under the Loan Documents or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent”, ,” as applicable, shall mean such successor administrative agent or such successor collateral agent, as applicable, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or Collateral Agent’s resignation or removal in accordance herewith hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article VIII IX and the provisions of Section 9.05 Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of the Loan Documentsor Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed, for the avoidance of doubt any agency fees for the account of the retiring agent shall cease to accrue from (and shall be payable on) the date that a successor Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of such the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be reasonably 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 Security Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, . Upon the acceptance of any appointment as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under hereunder by a successor or upon the Loan Documents. After expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation hereunder as or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Article VIII IX and Section 9.05 Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Agent, its benefit sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it any of them solely in respect of the Loan Documents or Obligations, as applicable, while it the retiring Agent was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the contrary hereindefinition thereof, no Disqualified ▇▇▇▇▇▇ the Administrative Agent or Collateral Agent may be appointed removed as a successor the Administrative Agent without or Collateral Agent hereunder at the consent request of the Borrower. Any Person into which Borrower and the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretoRequired Lenders.

Successor Agents. Any The Administrative Agent and the Collateral Agent may resign at any time as the Administrative Agent and Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders, Lenders and the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to Borrower. If the Administrative Agent, Agent or the Lenders and each other Agent. If an Collateral Agent resigns or is removed by the Borrowerunder this Agreement, the Required ▇▇▇▇▇▇▇ Lenders shall appoint a successor agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent shall be consented to by require the consent of the Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, such as applicable, the Administrative Agent or the Collateral Agent, in the case of a resignationas applicable, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation)Borrower, a successor agentagent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under or the Loan Documents Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent”, ,” as applicable, shall mean such successor administrative agent or and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s ’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s resignation or removal in accordance herewith retiring Collateral Agent’s resignation, as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article VIII IX and the provisions of Section 9.05 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of or the Loan DocumentsCollateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removalresignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security DocumentsCollateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or and/or Collateral Agent shall shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder as and under the other Loan Documents, the provisions of this Article and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit agents and sub-agents in respect of any actions taken or omitted to be taken by it any of them while it the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as the Administrative Agent or and/or Collateral Agent, as applicable. Notwithstanding anything Any resignation by Bank of America as Administrative Agent pursuant to this Section shall, at its election, also constitute its resignation as L/C Issuer. If Bank of America resigns as an L/C Issuer, it shall retain all the contrary hereinrights, no Disqualified ▇▇▇▇▇▇ may be appointed powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). Upon the appointment by the Borrower of a successor Administrative Agent without the consent of the Borrower. Any Person into L/C Issuer hereunder (which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents successor shall in all cases be a partyLender other than a Defaulting Lender), or any Person succeeding (a) such successor shall succeed to all or substantially and become vested with all of the corporate agency or corporate trust business rights, powers, privileges and duties of such Agent the retiring L/C Issuer, (b) the retiring L/C Issuer shall be the successor discharged from all of such Agent their respective duties and obligations hereunder and or under the other Loan Documents, without and (c) the execution successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or filing make other arrangements satisfactory to Bank of any paper or any further action on America to effectively assume the part obligations of any Bank of the parties heretoAmerica with respect to such Letters of Credit.

Successor Agents. Any Each of the Administrative Agent and the Collateral Agent may resign at any time as the Administrative Agent or the Collateral Agent, as applicable upon thirty (30) days’ notice to the Lenders, Lenders and the Parent Borrower and each other if either the Administrative Agent and if such or the Collateral Agent is a Defaulting Lender or during an Agent Default PeriodLender, the Parent Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent, the Lenders and each other AgentLenders. If an the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed by the Parent Borrower, the Required ▇▇▇▇▇▇▇ Lenders shall appoint from among the Lenders a successor agentagent for the Lenders, which successor agent shall be consented to by the Parent Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Specified Default (which consent of the Parent Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, such as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Parent Borrower, in the case of a removal may appoint, after consulting with the Lenders and consent of the Parent Borrower (in the case of a resignation) at all times other than during the existence of a Specified Default (which consent of the Parent Borrower shall not be unreasonably withheld or delayed), a successor agentagent from among the Lenders. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under the Loan Documents or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, ” shall mean such successor administrative agent or collateral agentagent and/or Supplemental Agent, as the case may be, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, Agent shall be terminatedterminated (provided that the retiring Administrative Agent or Collateral Agent shall continue to be subject to Section 10.08). After the retiring Administrative Agent’s or the Collateral Agent’s resignation or removal in accordance herewith hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article VIII 9 and the provisions of Section 9.05 Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of the Loan Documentsor Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Parent Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall perform all of the duties of such the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security DocumentsCollateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent, as applicable, Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan DocumentsDocuments (provided that the retiring Administrative Agent or Collateral Agent shall continue to be subject to Section 10.08). After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article VIII 9 and Section 9.05 Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent, . Any resignation by Bank of America as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without pursuant to this Section 9.09 shall also constitute its resignation as L/C Issuer and Swing Line Lender pursuant to Section 10.07(k). Upon the consent acceptance of the Borrower. Any Person into which the Agents may be merged or converted or a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business rights, powers, privileges and duties of such Agent the retiring L/C Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be the successor discharged from all of such Agent their respective duties and obligations hereunder and or under the other Loan Documents, without and (iii) the execution successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or filing of any paper or any further action on make other arrangements satisfactory to the part of any retiring L/C Issuer to effectively assume the obligations of the parties heretoretiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. Any (a) Subject to the terms of this Section 12.05, each Agent may resign at any time may, upon thirty (30) days’ notice to the LendersLenders and the Borrower, the Borrower and each other resign as Administrative Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Collateral Agent, the Lenders and each other Agentas applicable. If an Agent resigns or is removed by shall resign, then the Borrower, the Required ▇▇▇▇▇▇▇ Majority Lenders shall appoint a successor agent, which . If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, such Agent may appoint a successor agent. The appointment of any successor Agent shall be consented subject to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that in no event shall the consent of the Borrower to any such successor Agent appointment shall not be required if (i) a Defaulting Lender. If no Default or Event of Default shall have occurred and is continuing or (ii) if such successor agent is appointed prior to a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be effective upon the effective date of the resignation or removal of the Agent, such Agent, in the case appointment of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminatedthis Section 12.05. After the effectiveness of any retiring Agent’s resignation or removal in accordance herewith hereunder as the Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article VIII and the provisions of Section 9.05 XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the Agent in respect of the Loan other Facility Documents. If no successor agent has accepted appointment Administrative Agent or Collateral Agent, as applicable, shall have been appointed and an instrument of acceptance by a successor Administrative Agent or Collateral Agent, as applicable, shall not have been delivered to the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) within sixty days following the retiring Agent’s after giving of notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the resigning Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to , may petition any court of competent jurisdiction for the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as appointment of a successor Administrative Agent without the consent of the Borrower. or Collateral Agent, as applicable. (b) Any Person (i) into which the Agents Collateral Agent may be merged or converted or with which they may be consolidated, or any Person resulting (ii) that may result from any merger, conversion merger or consolidation to which the Agents Collateral Agent shall be a party, or any Person succeeding (iii) that may succeed to all or substantially all of the corporate agency or corporate trust business of such the Collateral Agent substantially as a whole, shall be the successor of such to the Collateral Agent hereunder and under the other Loan Documents, this Agreement without the execution or filing of any paper or any further action on the part act of any of the parties heretoto this Agreement.

Successor Agents. Any (a) Subject to the terms of this Section 11.05, each Agent may resign at any time may, upon thirty (30) days’ notice to the LendersLenders and the Borrower, resign as Administrative Agent or the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Collateral Agent, the Lenders and each other Agentas applicable. If an Agent resigns or is removed by the Borrowershall resign, then the Required ▇▇▇▇▇▇▇ Lenders shall appoint a successor agent, which . If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, such Agent may appoint a successor agent. (b) Any successor Administrative Agent and any successor Collateral Agent shall be consented a U.S. Person (within the meaning of Section 7701(a)(30) of the Code) and shall be a bank with an office in the United States of America or an Affiliate of such bank and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1 (as in effect on the date hereof). The appointment of any successor Agent shall be subject to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that in no event shall the consent of the Borrower to any such successor Agent appointment shall not be a Defaulting Lenderrequired if an Event of Default shall have occurred and is continuing. If no successor agent is appointed prior to the effective date of the Any resignation or removal of an Agent shall be effective upon the Agent, such Agent, in the case appointment of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminatedthis Section 11.05. After the effectiveness of any retiring or removed Agent’s resignation or removal in accordance herewith hereunder as the Agent, the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article VIII XI shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the other Facility Documents. (c) Subject to the terms of this Section 11.05(c) the Administrative Agent may, upon thirty (30) days’ notice to the Collateral Manager, the Equityholder, 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(c), then the Administrative Agent during such thirty (30) day period shall appoint a successor Collateral Agent. The appointment of any successor Collateral Agent pursuant to this Section 11.05(c) shall be subject to the prior written consent of the Borrower (provided that no Event of Default has occurred and is continuing) and the Required Lenders. If the Collateral Agent is removed pursuant to this Section 11.05(c), the Collateral Agent shall be removed in all other capacities in which it serves under this Agreement and under any of the other Facility Documents (including in its capacity as Custodian), but not in its capacities as Administrative Agent or Lender, if applicable. Any removal of the Collateral Agent pursuant to this Section 11.05(c) shall be effective upon the appointment of a successor Collateral Agent pursuant to this Section 11.05(c) and the acceptance of such appointment by such successor. After the effectiveness of any removal of the Collateral Agent pursuant to this Section 11.05(c), the Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents (but not in its capacities as Administrative Agent or Lender, if applicable) and the provisions of this Article XI and Section 9.05 11.05(c) shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was the Collateral Agent in respect of under this Agreement and under the Loan other Facility Documents. If no In the event a successor agent has accepted appointment as the Administrative Collateral Agent or Collateral Agent, as applicable, by the date which is shall not be appointed within such thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removalday period, the retiring Agent’s resignation shall nevertheless thereupon become effective and Collateral Agent may petition a court of competent jurisdiction for the Lenders shall perform all appointment of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any Each Appointed Agent may resign as an Appointed Agent upon at any time upon thirty (30) least 30 days’ prior notice to the LendersLenders and the Borrower. In the event any Appointed Agent (solely in the case where such Appointed Agent is also a Lender) sells all of its Term Loans and/or Term Loan Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent (solely in the case where such Appointed Agent is also a Lender) becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice Required Lenders. Subject to the Administrative Agentforegoing, the Lenders and each other Agent. If if an Appointed Agent resigns or is removed by under this Agreement, the Required Lenders (with the prior consent of the Borrower, the Required ▇▇▇▇▇▇▇ such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be consented to by the Borrower at all times a Lender or a commercial bank, commercial finance company or other than during the existence similar lender having total assets in excess of a Payment or Bankruptcy Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender$5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation or removal of the any Appointed Agent, such Agent, in Appointed Agent may appoint (but without the case need for the consent of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), ) a successor agentagent from among the Lenders. Upon the acceptance of its appointment as successor agentagent ▇▇▇▇▇▇▇▇▇, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Agent under the Loan Documents and the term “Administrative Appointed Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Appointed Agent’s appointment, powers and duties as the Administrative an Appointed Agent or Collateral Agent, as applicable, shall be terminated. After the any retiring Appointed Agent’s resignation or removal in accordance herewith hereunder as the an Appointed Agent, the provisions of this Article VIII XIII and the provisions of Section 9.05 14.10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the an Appointed Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretoAgreement.

Successor Agents. Any Each of the Administrative Agent and the Collateral Agent may resign at any time as the Administrative Agent or the Collateral Agent, as applicable upon thirty (30) days’ notice to the Lenders, Lenders and the Borrower and each other if either the Administrative Agent and if such or the Collateral Agent is a Defaulting Lender or during an Agent Default PeriodLender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent, the Lenders and each other AgentLenders. If an the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed by the Borrower, the Required ▇▇▇▇▇▇▇ Lenders shall appoint from among the Lenders a successor agentagent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Sections 8.01(a), (f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, such as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agentagent from among the Lenders. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under the Loan Documents or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agentagent and/or Supplemental Agent, as the case may be, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or the Collateral Agent’s resignation or removal in accordance herewith hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article VIII IX and the provisions of Section 9.05 Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of the Loan Documentsor Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and such Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and Required Lenders shall perform all of the duties of such the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security DocumentsCollateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the successor Administrative Agent or Collateral Agent, as applicable, Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged, if not previously discharged pursuant to the foregoing sentence, from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article VIII IX and Section 9.05 Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any (a) The Administrative Agent or Collateral Agent may resign at any time as the Administrative Agent or Collateral Agent, as applicable, upon thirty (30) 30 days’ written notice to the Borrower and the Lenders. If the Administrative Agent or Collateral Agent or a controlling Affiliate of the Administrative Agent or the Collateral Agent is subject to an Agent-Related Distress Event, the Borrower and each other Agent and if such Agent is a Defaulting Lender Required Lenders or during an Agent Default Period, the Borrower may remove such Defaulting Lender Agent from such role upon ten (10) days’ written notice to the Administrative AgentLenders. In addition, as long as Blackstone Credit Entities constitute the Lenders and each other Agent. If an Agent resigns or is removed by the BorrowerRequired Lenders, the Required ▇▇▇▇▇▇▇ Lenders may remove the Administrative Agent at any time, with or without cause and without the consent of the Borrower (provided, the 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 Administrative Agent). Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint from among the Lenders a successor agentagent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Section 8.01(a), (f), or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal removal, as applicable, of the Administrative Agent or Collateral Agent, such as applicable, the Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), in the case of a resignationas applicable, and the Borrower, in the case of a removal may (but shall not be required to) appoint, after consulting with the Lenders and the Borrower (in the case of a resignation)Borrower, a successor agentagent from among the Lenders. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring or removed Administrative Agent under the Loan Documents or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent”, ,” as applicable, shall mean such successor administrative agent or such successor collateral agent, as applicable, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or Collateral Agent’s resignation or removal in accordance herewith hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article VIII IX and the provisions of Section 9.05 Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of the Loan Documentsor Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring or removed Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder, under the Agreement Among Lenders, and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of such the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders ▇▇▇▇▇▇▇ appoint a successor agent as provided for above. Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, . Upon the acceptance of any appointment as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under hereunder by a successor or upon the Loan Documents. After expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation hereunder as or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Article VIII IX and Section 9.05 Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring or removed Agent, its benefit sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it any of them solely in respect of the Loan Documents or Obligations, as applicable, while it the retiring or removed Agent was acting as the Administrative Agent or Collateral Agent, as applicableapplicable (and in performing its duties and obligations under clause (i) above of this Section 9.09(a)). Notwithstanding anything At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the contrary hereindefinition thereof, no Disqualified ▇▇▇▇▇▇ the Administrative Agent or Collateral Agent may be appointed removed as a successor the Administrative Agent without or Collateral Agent hereunder at the consent request of the Borrower. Any Person into which Borrower and the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretoRequired Lenders. (b) [Reserved].

Successor Agents. Any (a) Subject to the terms of this Section 12.05, each Agent may resign at any time may, upon thirty (30) days’ notice to the LendersLenders and the Borrower, the Borrower and each other resign as Administrative Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Collateral Agent, the Lenders and each other Agentas applicable. If an Agent resigns or is removed by the Borrowershall resign, then the Required ▇▇▇▇▇▇▇ Lenders shall appoint a successor agent, which . If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, such Agent may appoint a successor agent. The appointment of any successor Agent shall be consented subject to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that in no event shall the consent of the Borrower to any such successor Agent appointment shall not be required if (i) a Defaulting Lender. If no Default or Event of Default shall have occurred and is continuing or (ii) if such successor agent is appointed prior to a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be effective upon the effective date of the resignation or removal of the Agent, such Agent, in the case appointment of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminatedthis Section 12.05. After the effectiveness of any retiring Agent’s resignation or removal in accordance herewith hereunder as the Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article VIII and the provisions of Section 9.05 XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the Agent in respect of the Loan other Facility Documents. If no successor agent has accepted appointment Administrative Agent or Collateral Agent, as applicable, shall have been appointed and an instrument of acceptance by a successor Administrative Agent or Collateral Agent, as applicable, shall not have been delivered to the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) within sixty days following the retiring Agent’s after giving of notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the resigning Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to , may petition any court of competent jurisdiction for the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as appointment of a successor Administrative Agent without the consent of the Borrower. or Collateral Agent, as applicable. (b) Any Person (i) into which the Agents Collateral Agent may be merged or converted or with which they may be consolidated, or any Person resulting (ii) that may result from any merger, conversion merger or consolidation to which the Agents Collateral Agent shall be a party, or any Person succeeding (iii) that may succeed to all or substantially all the corporate trust properties and assets of the corporate agency or corporate trust business of such Collateral Agent substantially as a whole, shall be the successor of such to the Collateral Agent hereunder and under the other Loan Documents, this Agreement without the execution or filing of any paper or any further action on the part act of any of the parties heretoto this Agreement.

Successor Agents. Any (a) Subject to the terms of this Section 12.05, each Agent may resign at any time may, upon thirty (30) days’ notice to the LendersLenders and the Borrower, the Borrower and each other resign as Administrative Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Collateral Agent, the Lenders and each other Agentas applicable. If an Agent resigns or is removed by the Borrowershall resign, then the Required ▇▇▇▇▇▇▇ shall appoint a successor agent, which . If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, such Agent may appoint a successor agent. The appointment of any successor Agent shall be consented subject to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that in no event shall the consent of the Borrower to any such successor Agent appointment shall not be required if (i) a Defaulting Lender. If no Material Default or Event of Default shall have occurred and is continuing (other than with respect to a MS Competitor) or (ii) if such successor agent is appointed prior to a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be effective upon the effective date of the resignation or removal of the Agent, such Agent, in the case appointment of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminatedthis Section 12.05. After the effectiveness of any retiring Agent’s resignation or removal in accordance herewith hereunder as the Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article VIII and the provisions of Section 9.05 XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the Agent in respect of the Loan other Facility Documents. If no successor agent has accepted appointment as Collateral Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Administrative Collateral Agent or within sixty days after giving of notice of resignation by the Collateral Agent, as applicable, by the date which is thirty (30) days following resigning Collateral Agent may petition any court of competent jurisdiction for the retiring Agent’s notice appointment of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. . (b) Any Person (i) into which the Agents Collateral Agent may be merged or converted or with which they may be consolidated, or any Person resulting (ii) that may result from any merger, conversion merger or consolidation to which the Agents Collateral Agent shall be a party, or any Person succeeding (iii) that may succeed to all or substantially all the corporate trust properties and assets of the corporate agency or corporate trust business of such Collateral Agent substantially as a whole, shall be the successor of such to the Collateral Agent hereunder and under the other Loan Documents, this Agreement without the execution or filing of any paper or any further action on the part act of any of the parties heretoto this Agreement.

Successor Agents. Any The Administrative Agent and the Collateral Agent may resign at any time as the Administrative Agent or the Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders, the Borrower and each other Borrowers’ Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to Lenders. If the Administrative Agent or the Collateral Agent shall resign as the Administrative Agent or the Collateral Agent, as applicable, under this Agreement and the Lenders and each other Agent. If an Agent resigns or is removed by the BorrowerLoan Documents, then the Required ▇▇Lenders shall appoint BMO H▇▇▇▇▇ Bank N.A. as the replacement Agent in such capacity; provided that the Credit Exposure Percentage of BMO H▇▇▇▇▇ Bank with respect to the Facilities at such time is not less than 35%, unless BMO H▇▇▇▇▇ Bank N.A. is not willing to serve in such capacity, in which case the Required Lenders shall appoint from among the Lenders (unless no Lender is willing to act as such Agent, in which case such Agent may be any Person approved by the Required Lenders) a successor agentAdministrative Agent or Collateral Agent, as applicable, for the Lenders, which successor agent Administrative Agent or Collateral Agent shall be consented to approved by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default Borrowers’ Agent (which consent of the Borrower approval shall not be unreasonably withheld or delayedand shall not be required during the continuance of an Event of Default); provided that in no event shall any , whereupon such successor Administrative Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Agent, such Agent, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent Collateral Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under or the Loan Documents Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent Administrative Agent or collateral agentthe Collateral Agent effective upon such appointment and approval, and the retiring former Administrative Agent’s or Collateral Agent’s appointmentrights, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as applicable, or any of the parties to this Agreement or any holders of the Loans or other Obligations. After the any retiring Administrative Agent’s or Collateral Agent’s resignation as Administrative Agent or removal in accordance herewith as the Collateral Agent, the provisions of this Article VIII and the provisions of Section 9.05 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents. If no successor Administrative Agent or Collateral Agent has accepted appointment as Administrative Agent or Collateral Agent by the date which is thirty (30) days following the a retiring Administrative Agent’s or Collateral Agent’s, as applicable, notice of resignation or ten (10) days following the Borrower’s notice of removalresignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Administrative Agent or Collateral Agent, as applicable, hereunder and under the other Loan Documents until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any The Administrative Agent may resign at any time as the Administrative Agent upon thirty (30) days’ notice to the LendersLenders and the Initial Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, as the case may be, may be removed as the Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Initial Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to Required Lenders. If the Administrative Agent, the Lenders and each other Agent. If an Agent resigns or is removed by the Borrowerunder this Agreement, the Required ▇▇▇▇▇▇▇ Lenders shall appoint from among the Lenders a successor agentagent for the Lenders, which appointment of a successor agent shall be consented to by require the consent of the Initial Borrower at all times other than during the existence of a Payment or Bankruptcy Specified Event of Default (which consent of the Initial Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal (but not removal) of the Administrative Agent, such Agent, in the case of a resignation, and the Borrower, in the case of a removal Administrative Agent may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation)Initial Borrower, a successor agentagent from among the Lenders. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under the Loan Documents (except for any indemnity payments or other amounts owed to retiring Administrative Agent) and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or (and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)), and the retiring or removed Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring or removed Administrative Agent’s resignation or removal in accordance herewith hereunder as the Administrative Agent, the provisions of this Article VIII IX and the provisions of Section 9.05 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of the Loan Documentsunder this Agreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring (but not removed) Administrative Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removalresignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Agreed Security DocumentsPrinciples is satisfied, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring or removed Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything Each party to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed Collateral Documents governed by Dutch law shall provide any assistance and enter into any documents as a reasonably requested by the successor Administrative Collateral Agent without to ensure that the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such successor Collateral Agent shall be have the successor of such Agent hereunder same rights and obligations under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretoCollateral Documents governed by Dutch law as it would have had if such successor had been an original party thereto.

Successor Agents. Any Agent or the Administrative Agent (i) ---------------- may resign at any time as Agent or Administrative Agent, as the case may be, or (ii) shall resign if such resignation is requested by the Required Banks, in the case of either (i) or (ii) upon not less than thirty (30) days’ ' prior written notice to the Lenders, the Borrower and each other the Banks. If any Agent or the Administrative Agent shall resign under this Agreement, then either (a) the Required Banks shall appoint from among the Banks a successor Agent or Administrative Agent, as the case may be, for the Banks, or (b) if a successor Agent shall not be so appointed and if such Agent is a Defaulting Lender approved within the thirty (30) day period following the Agent's or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ Administrative Agent's notice to the Banks of its resignation, then the resigning Administrative Agent or resigning Agent, as the case may be, shall appoint, with the consent of the Borrower, such consent not to be unreasonably withheld, a successor Agent who shall serve as Agent, or Administrative Agent, as the Lenders and each other Agent. If an Agent resigns or is removed by the Borrowercase may be, until such time as the Required ▇▇▇▇▇▇▇ shall Banks appoint a successor agent, which successor agent shall be consented to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Agent, such Agent, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agentpursuant to either clause (a) or (b) above, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Agent under the Loan Documents agent and the term “terms "Agent" and "Administrative Agent” or “Collateral Agent”, as applicable, " shall mean such successor administrative agent Agent or collateral agentAdministrative Agent, as the case may be, effective upon its appointment, and the retiring former Administrative Agent’s 's or Collateral Agent’s appointment's rights, powers and duties as Agent or Administrative Agent shall be terminated without any other or further act or deed on the part of such former Agent or Administrative Agent or Collateral Agent, as applicable, shall be terminatedany of the parties to this Agreement. After the retiring Agent’s resignation of any Administrative Agent or removal in accordance herewith as the AgentAgent hereunder, the provisions of this Article VIII and the provisions of Section 9.05 X shall inure to its the benefit as of such former Agent and former Administrative Agent, and such former Agent and former Administrative Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or omitted to be not taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretoAgreement.

Successor Agents. Any The Administrative Agent or the Syndication Agent may resign at any time upon thirty (30) days’ by giving notice thereof to the LendersBanks, the Borrower and each other and the Administrative Agent and if or the Syndication Agent, as applicable, shall resign in the event its Commitment (without participants) is reduced to less than Ten Million Dollars ($10,000,000) unless as a result of a cancellation or reduction in the aggregate Commitments. Upon any such Agent is a Defaulting Lender or during an Agent Default Periodresignation, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice Majority Banks shall have the right to the Administrative Agent, the Lenders and each other Agent. If an Agent resigns or is removed by the Borrower, the Required ▇▇▇▇▇▇▇ shall appoint a successor agentAdministrative Agent or Syndication Agent, as applicable, which successor agent shall be consented to by the Borrower at all times other than during the existence of a Payment Administrative Agent or Bankruptcy successor Syndication Agent (as applicable) shall, provided no Event of Default (has occurred and is then continuing, be subject to Borrower’s approval, which consent of the Borrower approval shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is Administrative Agent or Syndication Agent (as applicable) shall have been so appointed prior to by the effective date of the resignation or removal of the Agent, such Agent, in the case of a resignation, Majority Banks and approved by the Borrower, in and shall have accepted such appointment, within 30 days after the retiring Administrative Agent or Syndication Agent (as applicable) gives notice of resignation, then the retiring Administrative Agent or retiring Syndication Agent (as applicable) may, on behalf of the Banks, appoint a successor Administrative Agent or Syndication Agent (as applicable), which shall be the Administrative Agent, Documentation Agent or the Syndication Agent as the case may be, who shall act until the Majority Banks shall appoint an Administrative Agent or Syndication Agent. Any appointment of a removal may appointsuccessor Administrative Agent or Syndication Agent by Majority Banks or the retiring Administrative Agent or the Syndication Agent pursuant to the preceding sentence shall, after consulting with provided no Event of Default has occurred and is then continuing, be subject to the Lenders and the Borrower (in the case of a resignation)Borrower’s approval, a successor agentwhich approval shall not be unreasonably withheld or delayed. Upon the acceptance of its appointment as the Administrative Agent or Syndication Agent hereunder by a successor agentAdministrative Agent or successor Syndication Agent, the Person acting as applicable, such successor agent Administrative Agent or successor Syndication Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers rights and duties of the retiring Administrative Agent under the Loan Documents and the term “Administrative or retiring Syndication Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral the retiring Syndication Agent, as applicable, shall be terminateddischarged from its duties and obligations hereunder. After the any retiring Administrative Agent’s or retiring Syndication Agent’s resignation or removal in accordance herewith as the Agenthereunder, the provisions of this Article VIII and the provisions of Section 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral the Syndication Agent, as applicable. For gross negligence or willful misconduct, as determined by all the Banks (excluding for such determination Administrative Agent or Syndication Agent in its capacity as a Bank, as applicable), Administrative Agent or Syndication Agent may be removed at any time by giving at least thirty (30) Business Days’ prior written notice to Administrative Agent or Syndication Agent and Borrower. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent, Documentation Agent or Syndication Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto7.8.

Successor Agents. Any Each Appointed Agent may resign as an Appointed Agent upon at any time upon thirty (30) least 30 days’ prior notice to the LendersLenders and the Borrower. In the event any Appointed Agent sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice Required Lenders. Subject to the Administrative Agentforegoing, the Lenders and each other Agent. If if an Appointed Agent resigns or is removed by under this Agreement, the Required Lenders (with the prior consent of the Borrower, the Required ▇▇▇▇▇▇▇ such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be consented to by the Borrower at all times a Lender or a commercial bank, commercial finance company or other than during the existence asset based lender having total assets in excess of a Payment or Bankruptcy Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender$5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation or removal of the any Appointed Agent, such Agent, in Appointed Agent may appoint (but without the case need for the consent of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), ) a successor agentagent from among the Lenders. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Agent under the Loan Documents and the term “Administrative Appointed Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Appointed Agent’s appointment, powers and duties as the Administrative an Appointed Agent or Collateral Agent, as applicable, shall be terminated. After the any retiring Appointed Agent’s resignation or removal in accordance herewith hereunder as the an Appointed Agent, the provisions of this Article VIII XIII and the provisions of Section 9.05 14.10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the an Appointed Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretoAgreement.

Successor Agents. Any The Administrative Agent or any Managing Agent may resign at any time upon thirty by giving sixty (3060) days’ written notice thereof to the LendersPurchasers, RCFC, the Borrower Master Servicer and each other Agent and if such Agent is a Defaulting Lender the Trustee. The Master Servicer, with or during an Agent Default Periodwithout cause, the Borrower may remove such Defaulting Lender from such role upon ten at least sixty (1060) days’ days prior written notice to the Administrative Agent, the Lenders Purchasers, RCFC and each other Agentthe Trustee, may remove and discharge the Administrative Agent (or any successor administrative agent thereafter appointed) from the performance of its obligations under this Agreement. If an Agent resigns Upon any such resignation or is removed by the Borrowerremoval, the Required ▇▇▇▇▇▇▇ Purchasers shall have the right to appoint a successor agentAdministrative Agent, which and such Managing Agent’s Ownership Group shall have the right to appoint a successor agent shall be consented to Managing Agent, in each case as approved by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default RCFC (which consent of the Borrower shall approval will not be unreasonably withheld withheld, conditioned or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent Administrative Agent or Managing Agent, as the case may be, shall have been so appointed and shall have accepted such appointment, within sixty days after the Administrative Agent’s or Managing Agent’s giving of notice of resignation or receipt of notice of termination, then the Administrative Agent or Managing Agent, as the case may be, may appoint a successor Administrative Agent or Managing Agent. If such successor Administrative Agent or Managing Agent, as the case may be, is appointed prior to the effective date not an Affiliate of the resigning or terminated Administrative Agent or Managing Agent, as the case may be, such successor Administrative Agent or Managing Agent, as the case may be, shall be subject to RCFC’s prior written approval (which approval will not be unreasonably withheld, conditioned or delayed). Upon the acceptance of any appointment as Administrative Agent or Managing Agent hereunder by a successor Administrative Agent or Managing Agent, as the case may be, such successor Administrative Agent or Managing Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or terminated Administrative Agent or Managing Agent, as the case may be, and the retiring or terminated Administrative Agent or Managing Agent, as the case may be, shall be discharged from its duties and obligations under this Agreement. After any resignation or removal of the Agent, such Agent, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, a Managing Agent hereunder as applicable, shall be terminated. After the retiring Agent’s resignation Administrative Agent or removal in accordance herewith as the Managing Agent, the provisions of this Article VIII and the provisions of Section 9.05 XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral a Managing Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as case 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicablebe, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretoAgreement.

Successor Agents. Any The Administrative Agent and the Collateral Agent may resign at any time as the Administrative Agent and Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders, Lenders and the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to Borrower. If the Administrative Agent, Agent or the Lenders and each other Agent. If an Collateral Agent resigns or is removed by the Borrowerunder this Agreement, the Required ▇▇▇▇▇▇▇ Lenders shall appoint a successor agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent shall be consented to by require the consent of the Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, such as applicable, the Administrative Agent or the Collateral Agent, in the case of a resignationas applicable, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation)Borrower, a successor agentagent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agentagent ▇▇▇▇▇▇▇▇▇, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under or the Loan Documents Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent”, ,” as applicable, shall mean such successor administrative agent or and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s ’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s resignation or removal in accordance herewith retiring Collateral Agent’s resignation, as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article VIII IX and the provisions of Section 9.05 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of or the Loan DocumentsCollateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removalresignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders ▇▇▇▇▇▇▇ appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security DocumentsCollateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or and/or Collateral Agent shall shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder as and under the other Loan Documents, the provisions of this Article and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit agents and sub-agents in respect of any actions taken or omitted to be taken by it any of them while it the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as the Administrative Agent or and/or Collateral Agent, as applicable. Notwithstanding anything Any resignation by Bank of America as Administrative Agent pursuant to this Section shall, at its election, also constitute its resignation as L/C Issuer. If Bank of America resigns as an L/C Issuer, it shall retain all the contrary hereinrights, no Disqualified ▇▇▇▇▇▇ may be appointed powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). Upon the appointment by the Borrower of a successor Administrative Agent without the consent of the Borrower. Any Person into L/C Issuer hereunder (which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents successor shall in all cases be a partyLender other than a Defaulting Lender), or any Person succeeding (a) such successor shall succeed to all or substantially and become vested with all of the corporate agency or corporate trust business rights, powers, privileges and duties of such Agent the retiring L/C Issuer, (b) the retiring L/C Issuer shall be the successor discharged from all of such Agent their respective duties and obligations hereunder and or under the other Loan Documents, without and (c) the execution successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or filing make other arrangements satisfactory to Bank of any paper or any further action on America to effectively assume the part obligations of any Bank of the parties heretoAmerica with respect to such Letters of Credit.

Successor Agents. Any Agent may resign at any time upon thirty (30) days’ notice to the Lenders, the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent, the Lenders and each other Agentthe Borrower. If an Agent resigns or is removed by the Borrowerunder this Agreement, the Required ▇▇▇▇▇▇▇ Lenders shall appoint from among the Lenders a successor agentagent for the Lenders, which appointment of a successor agent shall be consented to by require the consent of the Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld withheld, conditioned or delayed); provided . If, at the time that in no event an Agent’s resignation is effective, it is acting as an L/C Issuer, such resignation shall also operate to effectuate its resignation as L/C Issuer, and it shall automatically be relieved of any such successor Agent be a Defaulting Lenderfurther obligation to issue Letters of Credit. If no successor agent is appointed prior to the effective date of the resignation or removal of the an Agent, such Agent, in the case of a resignation, and the Borrower, in the case of a removal Agent may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation)Borrower, a successor agentagent from among the Lenders. Upon the acceptance of its appointment as successor agentagent ▇▇▇▇▇▇▇▇▇, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Agent under the Loan Documents Agent, and (x) the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or and (y) the term “Collateral Agent” shall mean such successor collateral agent), and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, hereunder shall be terminated. After the retiring Agent’s resignation or removal in accordance herewith as the Agenthereunder, the provisions of this Article VIII IX and the provisions of Section 9.05 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the an Agent in respect of the Loan Documentsunder this Agreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removalresignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders ▇▇▇▇▇▇▇ appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security DocumentsCollateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative successor Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any (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 thirty (30) days’ by giving notice thereof to the Lenders, the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent, the Lenders and each other Agent. If an Agent resigns or is removed by the Borrower, the Required ▇▇▇▇▇▇▇ shall appoint a successor agent, which successor agent shall and each such Agent may be consented to removed at any time with or without cause by the Borrower at all times other than during the existence of a Payment Majority Lenders. So long as no Default or Bankruptcy Event of Default (which has occurred and is continuing, the Borrower may make a request in writing to the Lenders for the removal of an Agent, stating its reasons for such requested removal, but such removal shall in any event require the affirmative vote of the Majority Lenders in their sole and absolute discretion. Upon any such resignation or removal, the Majority Lenders shall have the right, with the consent of the Borrower shall (such consent not to be unreasonably withheld withheld, delayed or delayed); provided that in no event shall any such conditioned) to appoint a successor Agent be a Defaulting Lenderto the applicable Agent. If no successor agent is Agent shall have been appointed prior to by the effective date Majority Lenders, and shall have accepted such appointment within 30 days after the resigning Agent’s giving of the notice of resignation or the giving of any notice of removal of the Agent, any such Agent, in then the resigning Agent or Agent being removed, as the case of a resignationmay be, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), appoint a successor agentto such Agent. If the Collateral Agent shall resign or be removed pursuant to the foregoing provisions, upon the acceptance of appointment by a successor Collateral Agent hereunder, the former Collateral Agent shall deliver all Collateral then in its possession to the successor Collateral Agent. Upon the acceptance of its appointment as a successor agentAgent hereunder, the Person acting as such successor agent Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Agent under the Loan Documents and the term “Administrative such resigning or removed Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative such resigning Agent or Collateral Agent, as applicable, removed Agent shall be terminated. discharged from its duties and obligations hereunder. (b) After the retiring any Agent’s resignation or removal in accordance herewith as the Agentremoval, the provisions of this Article VIII 12 and the provisions of Section 9.05 Sections 13.1 and 13.2 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral an Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any (a) Subject to the terms of this Section 11.05, each Agent may resign at any time may, upon thirty (30) days’ notice to the LendersLenders and the Borrower, resign as Administrative Agent or the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Collateral Agent, the Lenders and each other Agentas applicable. If an Agent resigns or is removed by the Borrowershall resign, then the Required ▇▇▇▇▇▇▇ (with, unless an Event of Default has occurred and is continuing, the consent of the Borrower) shall appoint a successor agent, which . If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, such Agent may appoint, or petition a court of competent jurisdiction at the Borrower’s expense to appoint, a successor agent; provided that no such successor agent may be a Defaulting Lender without the prior written consent of the Borrower. (b) Any successor Administrative Agent and any successor Collateral Agent shall be consented a U.S. Person (within the meaning of Section 7701(a)(30) of the Code) and shall be a bank with an office in the United States of America or an Affiliate of such bank and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1 (as in effect on the date hereof). The appointment of any successor Agent shall be subject to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that in no event shall the consent of the Borrower to any such successor Agent appointment shall not be a Defaulting Lenderrequired if an Event of Default shall have occurred and is continuing. If no successor agent is appointed prior to the effective date of the Any resignation or removal of an Agent shall be effective upon the Agent, such Agent, in the case appointment of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminatedthis Section 11.05. After the effectiveness of any retiring or removed Agent’s resignation or removal in accordance herewith hereunder as the Agent, the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article VIII XI shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the other Facility Documents. (c) Subject to the terms of this Section 11.05(c) the Administrative Agent may, upon thirty (30) days’ notice to the Collateral Manager, the Equityholder, the Collateral Agent, the Lenders, 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(c), then the Administrative Agent during such thirty (30) day period shall appoint a successor Collateral Agent. The appointment of any successor Collateral Agent pursuant to this Section 11.05(c) shall be subject to the prior written consent of the Borrower (provided that no Event of Default has occurred and is continuing) and the Required Lenders. If the Collateral Agent is removed pursuant to this Section 11.05(c), the Collateral Agent shall be removed in all other capacities in which it serves under this Agreement and under any of the other Facility Documents (including in its capacity as Custodian), but not in its capacities as Administrative Agent or Lender, if applicable. Any removal of the Collateral Agent pursuant to this Section 11.05(c) shall be effective upon the appointment of a successor Collateral Agent pursuant to this Section 11.05(c) and the acceptance of such appointment by such successor. After the effectiveness of any removal of the Collateral Agent pursuant to this Section 11.05(c), the Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents (but not in its capacities as Administrative Agent or Lender, if applicable) and the provisions of this Article XI and Section 9.05 11.05(c) shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was the Collateral Agent in respect of under this Agreement and under the Loan other Facility Documents. If no In the event a successor agent has accepted appointment as the Administrative Collateral Agent or Collateral Agent, as applicable, by the date which is shall not be appointed within such thirty (30) days following day period, the retiring Agent’s notice Collateral Agent may petition a court of resignation or ten (10) days following competent jurisdiction at the Borrower’s notice expense for the appointment of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any (a) Each of the Administrative Agent and Collateral Agent may resign at any time upon thirty (30) days’ notice to by notifying the Lenders, the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent, the Lenders and each other Agent. If an Agent resigns or is removed by the Borrower. Upon receipt of any such notice of resignation, the Required ▇▇▇▇▇▇▇ Lenders shall appoint a successor agenthave the right, which successor agent shall be consented subject to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which consent of the Borrower shall (not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. 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, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that in if such Agent shall notify the Borrower and the Lenders that no event shall any such successor Agent be qualifying Person (including as a Defaulting Lender. If no successor agent is appointed prior to the effective date result of the resignation or removal absence of consent of the AgentBorrower) has accepted such appointment, then such Agent, resignation shall nonetheless become effective in accordance with such notice and (x) the retiring 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 Secured Parties under any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a resignationsuccessor Collateral Agent is appointed) and (y) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender directly, until such time as the Borrower, in Required Lenders with (except after the case occurrence and during the continuation of a removal may appoint, after consulting with an Event of Default under Section 11.1 or 11.5) the Lenders and consent of the Borrower (not to be unreasonably withheld) appoint successor Agents as provided for above in the case of a resignation), a successor agentthis paragraph. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agenta successor’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Agent’s resignation or removal in accordance herewith as the Agent, the provisions of this Article VIII and the provisions of Section 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicablethe case may be, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removalhereunder, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, the Administrative Agent or Collateral Agent, as applicable, such successor shall thereupon succeed to and become vested with all of the rights, powers, discretion, privileges, privileges and duties of the retiring Administrative Agent (or Collateral retired) Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as and under the Administrative Agent or Collateral Agent, as applicableother Credit Documents, the provisions of this Article VIII Section 12 (including Section 12.7) and Section 9.05 13.5 shall continue in effect for the benefit of such retiring Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as the Administrative Agent or Collateral an Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any (a) Each of the Administrative Agent and Collateral Agent may resign at any time upon thirty (30) days’ notice to by notifying the Lenders, the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent, the Lenders and each other Agent. If an Agent resigns or is removed by the Borrower. Upon receipt of any such notice of resignation, the Required ▇▇▇▇▇▇▇ Lenders shall appoint a successor agenthave the right, which successor agent shall be consented subject to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which consent of the Borrower shall (not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. 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, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that in if such Agent shall notify the Borrower and the Lenders that no event shall any such successor Agent be qualifying Person (including as a Defaulting Lender. If no successor agent is appointed prior to the effective date result of the resignation or removal absence of consent of the AgentBorrower) has accepted such appointment, then such Agent, resignation shall nonetheless become effective in accordance with such notice and (x) the retiring 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 Secured Parties under any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a resignationsuccessor Collateral Agent is appointed) and (y) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender directly, until such time as the Borrower, in Required Lenders with (except after the case occurrence and during the continuation of a removal may appoint, after consulting with an Event of Default under Section 11.1 or 11.5) the Lenders and consent of the Borrower (not to be unreasonably withheld) appoint successor Agents as provided for above in the case of a resignation), a successor agentthis paragraph. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agenta successor’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Agent’s resignation or removal in accordance herewith as the Agent, the provisions of this Article VIII and the provisions of Section 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicablethe case may be, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removalhereunder, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, the Administrative Agent or Collateral Agent, as applicable, such successor shall thereupon succeed to and become vested with all of the rights, powers, discretion, privileges, privileges and duties of the retiring Administrative Agent (or Collateral retired) Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as and under the Administrative Agent or Collateral Agent, as applicableother Credit Documents, the provisions of this Article VIII Section 12 (including Section 12.7) and Section 9.05 13.5 shall continue in effect for the benefit of such retiring Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as the Administrative Agent or Collateral an Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto. (b) [Reserved].

Successor Agents. Any (a) Subject to the terms of this Section 12.05, each Agent may resign at any time may, upon thirty (30) days’ notice to the LendersLenders and the Borrower, the Borrower and each other resign as Administrative Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Collateral Agent, the Lenders and each other Agentas applicable. If an Agent resigns or is removed by the Borrowershall resign, then the Required ▇▇▇▇▇▇▇ shall appoint a successor agent, which . If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, such Agent may appoint a successor agent. The appointment of any successor Agent shall be consented subject to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that in no event shall the consent of the Borrower to any such successor Agent appointment shall not be required if (i) a Defaulting Lender. If no Default or Event of Default shall have occurred and is continuing or (ii) if such successor agent is appointed prior to a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be effective upon the effective date of the resignation or removal of the Agent, such Agent, in the case appointment of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminatedthis Section 12.05. After the effectiveness of any retiring Agent’s resignation or removal in accordance herewith hereunder as the Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article VIII and the provisions of Section 9.05 XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the Agent in respect of the Loan other Facility Documents. If no successor agent has accepted appointment as Collateral Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Administrative Collateral Agent or within sixty days after giving of notice of resignation by the Collateral Agent, as applicable, by the date which is thirty (30) days following resigning Collateral Agent may petition any court of competent jurisdiction for the retiring Agent’s notice appointment of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. . (a) Any Person (i) into which the Agents Collateral Agent may be merged or converted or with which they may be consolidated, or any Person resulting (ii) that may result from any merger, conversion merger or consolidation to which the Agents Collateral Agent shall be a party, or any Person succeeding (iii) that may succeed to all or substantially all the corporate trust properties and assets of the corporate agency or corporate trust business of such Collateral Agent substantially as a whole, shall be the successor of such to the Collateral Agent hereunder and under the other Loan Documents, this Agreement without the execution or filing of any paper or any further action on the part act of any of the parties heretoto this Agreement.

Successor Agents. Any Each of the Administrative Agent and the Collateral Agent may resign at any time as the Administrative Agent or the Collateral Agent, as applicable upon thirty (30) days’ notice to the Lenders, Lenders and the Borrower and each other if either the Administrative Agent and if such or the Collateral Agent is a Defaulting Lender or during an Agent Default PeriodLender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent, the Lenders and each other AgentLenders. If an the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed by the Borrower, the Required ▇▇▇▇▇▇▇ Lenders shall appoint a successor agentagent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Sections 8.01(a), (f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, such as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders consent of the Required ▇▇▇▇▇▇▇ and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agentagent ▇▇▇▇▇▇▇▇▇, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under the Loan Documents or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agentagent and/or Supplemental Agent, as the case may be, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or the Collateral Agent’s resignation or removal in accordance herewith hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article VIII IX and the provisions of Section 9.05 Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of the Loan Documentsor Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and such Agent shall be discharged from its duties and obligations hereunder and under the Lenders other Loan Documents, and Required ▇▇▇▇▇▇▇ shall perform all of the duties of such the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security DocumentsCollateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the successor Administrative Agent or Collateral Agent, as applicable, Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged, if not previously discharged pursuant to the foregoing sentence, from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article VIII IX and Section 9.05 Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any (a) The Administrative Agent or Collateral Agent may resign at any time as the Administrative Agent or Collateral Agent, as applicable, upon thirty (30) 30 days’ written notice to the Borrower and the Lenders. If the Administrative Agent or Collateral Agent or a controlling Affiliate of the Administrative Agent or the Collateral Agent is subject to an Agent-Related Distress Event, the Borrower and each other Agent and if such Agent is a Defaulting Lender Required Lenders or during an Agent Default Period, the Borrower may remove such Defaulting Lender Agent from such role upon ten (10) days’ written notice to the Administrative Agent, the Lenders and each other AgentLenders. If an Agent resigns Upon receipt of any such notice of resignation or is removed by the Borrowerremoval, the Required ▇▇▇▇▇▇▇ Lenders shall appoint from among the Lenders a successor agentagent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Section 8.01(a), (f), or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal removal, as applicable, of the Administrative Agent or Collateral Agent, such as applicable, the Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), in the case of a resignationas applicable, and the Borrower, in the case of a removal may (but shall not be required to) appoint, after consulting with the Lenders and the Borrower (in the case of a resignation)Borrower, a successor agentagent from among the Lenders. Upon the acceptance of its appointment as successor agentagent h▇▇▇▇▇▇▇▇, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring or removed Administrative Agent under the Loan Documents or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent”, ,” as applicable, shall mean such successor administrative agent or such successor collateral agent, as applicable, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or Collateral Agent’s resignation or removal in accordance herewith hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article VIII IX and the provisions of Section 9.05 Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of the Loan Documentsor Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring or removed Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder, and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of such the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, . Upon the acceptance of any appointment as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under hereunder by a successor or upon the Loan Documents. After expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation hereunder as or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Article VIII IX and Section 9.05 Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring or removed Agent, its benefit sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it any of them solely in respect of the Loan Documents or Obligations, as applicable, while it the retiring or removed Agent was acting as the Administrative Agent or Collateral Agent, as applicableapplicable (and in performing its duties and obligations under clause (i) above of this Section 9.09(a)). Notwithstanding anything At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the contrary hereindefinition thereof, no Disqualified ▇▇▇▇▇▇ the Administrative Agent or Collateral Agent may be appointed removed as a successor the Administrative Agent without or Collateral Agent hereunder at the consent request of the Borrower. Any Person into which Borrower and the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretoRequired Lenders. (b) [Reserved].

Successor Agents. Any (a) Subject to the terms of this Section 11.05, each Agent may resign at any time may, upon thirty (30) days’ notice to the LendersLenders and the Borrower, resign as Administrative Agent or the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Collateral Agent, the Lenders and each other Agentas applicable. If an Agent resigns or shall resign, then the Required Lenders (with, unless an Event of Default has occurred and is removed by continuing, the consent of the Borrower, the Required ▇▇▇▇▇▇▇ ) shall appoint a successor agent, which . If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, such Agent may appoint, or petition a court of competent jurisdiction at the Borrower’s expense to appoint, a successor agent; provided that no such successor agent may be a Defaulting Lender without the prior written consent of the Borrower. (b) Any successor Administrative Agent and any successor Collateral Agent shall be consented a U.S. Person (within the meaning of Section 7701(a)(30) of the Code) and shall be a bank with an office in the United States of America or an Affiliate of such bank and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1 (as in effect on the date hereof). The appointment of any successor Agent shall be subject to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that in no event shall the consent of the Borrower to any such successor Agent appointment shall not be a Defaulting Lenderrequired if an Event of Default shall have occurred and is continuing. If no successor agent is appointed prior to the effective date of the Any resignation or removal of an Agent shall be effective upon the Agent, such Agent, in the case appointment of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminatedthis Section 11.05. After the effectiveness of any retiring or removed Agent’s resignation or removal in accordance herewith hereunder as the Agent, the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article VIII XI shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the other Facility Documents. (c) Subject to the terms of this Section 11.05(c) the Administrative Agent may, upon thirty (30) days’ notice to the Collateral Manager, the Equityholder, 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(c), then the Administrative Agent during such thirty (30) day period shall appoint a successor Collateral Agent. The appointment of any successor Collateral Agent pursuant to this Section 11.05(c) shall be subject to the prior written consent of the Borrower (provided that no Event of Default has occurred and is continuing) and the Required Lenders. If the Collateral Agent is removed pursuant to this Section 11.05(c), the Collateral Agent shall be removed in all other capacities in which it serves under this Agreement and under any of the other Facility Documents (including in its capacity as Custodian), but not in its capacities as Administrative Agent or Lender, if applicable. Any removal of the Collateral Agent pursuant to this Section 11.05(c) shall be effective upon the appointment of a successor Collateral Agent pursuant to this Section 11.05(c) and the acceptance of such appointment by such successor. After the effectiveness of any removal of the Collateral Agent pursuant to this Section 11.05(c), the Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents (but not in its capacities as Administrative Agent or Lender, if applicable) and the provisions of this Article XI and Section 9.05 11.05(c) shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was the Collateral Agent in respect of under this Agreement and under the Loan other Facility Documents. If no In the event a successor agent has accepted appointment as the Administrative Collateral Agent or Collateral Agent, as applicable, by the date which is shall not be appointed within such thirty (30) days following day period, the retiring Agent’s notice Collateral Agent may petition a court of resignation or ten (10) days following competent jurisdiction at the Borrower’s notice expense for the appointment of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any Agent may resign at any time upon thirty (30) days’ by giving written notice thereof to the Lender Parties and BMCA and may be removed at any time with or without cause by the Required Lenders; provided, the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Periodhowever, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Monitoring Agent, the Lenders Swing Line Bank and each Issuing Bank and released from all of its obligations in respect thereof (other Agentthan obligations resulting from its gross negligence or willful misconduct). If an Agent resigns Upon any such resignation or is removed by the Borrowerremoval, the Required ▇▇▇▇▇▇▇ Lenders shall have the right to appoint a successor agent, which successor agent shall be consented to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting LenderAgent. If no successor agent is Agent shall have been so appointed prior to by the effective date of the resignation or removal of the Agent, such Agent, in the case of a resignationRequired Lenders, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as shall have accepted such successor agent shall succeed to all the rights, powers and duties of the retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After within 30 days after the retiring Agent’s resignation or removal in accordance herewith as the Agent, the provisions giving of this Article VIII and the provisions of Section 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice Required Lenders’ removal of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and , then the Lenders shall perform all retiring Agent may, on behalf of the duties of such Agent hereunder until such timeLender Parties, if any, as the Required Lenders appoint a successor agent as provided for aboveAgent, which shall be a 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 an Agent in accordance herewith hereunder by a successor and Agent and, in the case of a successor Collateral Monitoring Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, the Administrative such successor Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, privileges and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan DocumentsDocuments (other than duties and obligations resulting from its gross negligence or willful misconduct). After If within 45 days after written notice is given of the retiring Administrative Agent’s or Collateral 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 (other than duties and obligations resulting from its gross negligence or willful misconduct) and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as the Administrative Agent or Collateral Agent, as applicableshall have become effective, the provisions of this Article VIII and Section 9.05 VII shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretothis Agreement.

Successor Agents. Any The Administrative Agent and the Collateral Agent each may resign at any time as the Administrative Agent or Collateral Agent, as applicable, upon thirty (30) 30 days’ written notice to the Lenders, the Borrower and each other the Lenders. If the Administrative Agent and if such or Collateral Agent or a controlling Affiliate of the Administrative Agent or the Collateral Agent is a Defaulting Lender or during subject to an Agent Default PeriodAgent-Related Distress Event, the Borrower may remove such Defaulting Lender Agent from such role upon ten (10) days’ written notice to the Administrative Agent, the Lenders and each other AgentLenders. If an Agent resigns Upon receipt of any such notice of resignation or is removed by the Borrowerremoval, the Required ▇▇▇▇▇▇▇ Lenders shall appoint a successor agentagent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Specified Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayeddelayed in the case of a successor that is a commercial bank or other entity with a combined capital and surplus of at least $5,000,000,000, but may otherwise be withheld or delayed in ▇▇▇▇▇▇▇▇’s sole discretion); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal removal, as applicable, of the Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution in which case Parent may, after consulting with the Required Lenders, appoint a successor Administrative Agent or Collateral Agent, such as applicable, meeting the qualifications set forth above), as applicable, the Administrative Agent or Collateral Agent, in the case of a resignationas applicable, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in and subject to the case consent rights of a resignation)the Borrower set forth above, a successor agentagent from among the Lenders. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under the Loan Documents or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent”, ,” as applicable, shall mean such successor administrative agent or such successor collateral agent, as applicable, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or Collateral Agent’s resignation or removal in accordance herewith hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article VIII IX and the provisions of Section 9.05 Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of the Loan Documentsor Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that (x) in the case of any Collateral security held by the Administrative Agent or Collateral Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring or removed Administrative Agent or Collateral Agent, as applicable, shall continue to hold such Collateral security (including any Collateral security subsequently delivered to the Administrative Agent or Collateral Agent, as applicable) as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed and (y) the Administrative Agent or Collateral Agent, as applicable, shall continue to act as collateral agent for the purposes of identifying a “security agent” (or similar title) in any filing or recording financing statements, amendments thereto or other applicable filings or recordings with any Governmental Authority necessary for the perfection of the liens on Collateral securing the Obligations to the extent required by the Loan Documents), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) other than as provided in the parenthetical in clause (i) above, the Lenders shall perform all of the duties of such the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Collateral Documents, the successor Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, . Upon the acceptance of any appointment as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under hereunder by a successor or upon the Loan Documents. After expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation hereunder as or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09 but the provisions of this Article VIII IX and Section 9.05 Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Agent, its benefit sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it any of them solely in respect of the Loan Documents or Obligations, as applicable, while it the retiring Agent was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the contrary hereindefinition thereof, no Disqualified ▇▇▇▇▇▇ the Administrative Agent or Collateral Agent may be appointed removed as a successor the Administrative Agent without or Collateral Agent hereunder at the consent request of the Borrower. Any Person into which Borrower and the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretoRequired Lenders.

Successor Agents. Any The Administrative Agent may resign at any time as Administrative Agent and the Collateral Agent may resign as Collateral Agent upon thirty (30) 20 days’ prior written notice to the Lenders, Lenders and the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten Borrower. If (10a) days’ notice to the Administrative AgentAgent shall resign as Administrative Agent or the Collateral Agent shall resign as Collateral Agent under this Agreement and the other Credit Documents, then the Required Lenders shall appoint from among the Lenders and each other Agent. If an Agent resigns or is removed by the Borrower, the Required ▇▇▇▇▇▇▇ shall appoint a successor agentagent for the Lenders, which successor agent in each case, shall be consented to approved by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which consent of the Borrower approval shall not be unreasonably withheld withheld) so long as no Default or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent Event of Default is appointed prior to the effective date of the resignation or removal of the Agentcontinuing, such Agent, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as whereupon such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under or the Loan Documents Collateral Agent, as the case may be, and the term “Administrative Agent” or “Collateral Agent”, as applicablethe case may be, shall mean such successor administrative agent or collateral agenteffective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Loans. After the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties resignation as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Agent’s resignation or removal in accordance herewith as the Agentcase may be, the provisions of this Article VIII and the provisions of Section 9.05 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties under this Agreement and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Credit Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any (a) Subject to the terms of this Section 12.05, each Agent may resign at any time may, upon thirty (30) days’ notice to the LendersLenders and the Borrower, the Borrower and each other resign as Administrative Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Collateral Agent, the Lenders and each other Agentas applicable. If an Agent resigns or is removed by the Borrowershall resign, then the Required ▇▇▇▇▇▇▇ shall appoint a successor agent, which . If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, such Agent may appoint a successor agent. The appointment of any successor Agent shall be consented subject to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that in no event shall the consent of the Borrower to any such successor Agent appointment shall not be required if (i) a Defaulting Lender. If no Default or Event of Default shall have occurred and is continuing or (ii) if such successor agent is appointed prior to a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be effective upon the effective date of the resignation or removal of the Agent, such Agent, in the case appointment of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminatedthis Section 12.05. After the effectiveness of any retiring Agent’s resignation or removal in accordance herewith hereunder as the Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article VIII and the provisions of Section 9.05 XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the Agent in respect of the Loan other Facility Documents. If no successor agent has accepted appointment as Collateral Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Administrative Collateral Agent or within sixty days after giving of notice of resignation by the Collateral Agent, as applicable, by the date which is thirty (30) days following resigning Collateral Agent may petition any court of competent jurisdiction for the retiring Agent’s notice appointment of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any The Administrative Agent and the Collateral Agent may resign at any time as the Administrative Agent and Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders, Lenders and the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to Borrower. If the Administrative Agent, Agent or the Lenders and each other Agent. If an Collateral Agent resigns or is removed by the Borrowerunder this Agreement, the Required ▇▇▇▇▇▇▇ Lenders shall appoint a successor agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent shall be consented to by require the consent of the Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, such as applicable, the Administrative Agent or the Collateral Agent, in the case of a resignationas applicable, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation)Borrower, a successor agentagent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under or the Loan Documents Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent”, ,” as applicable, shall mean such successor administrative agent or and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s ’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s resignation or removal in accordance herewith retiring Collateral Agent’s resignation, as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article VIII IX and the provisions of Section 9.05 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of or the Loan DocumentsCollateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removalresignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security DocumentsCollateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or and/or Collateral Agent shall shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder as and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit agents and sub-agents in respect of any actions taken or omitted to be taken by it any of them while it was acting as the retiring Administrative Agent or retiring Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed was acting as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidatedand/or Collateral Agent, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretoas applicable.

Successor Agents. Any The Administrative Agent may resign at any time as the Administrative Agent and Collateral Agent in respect of this Agreement or one or more Facilities hereunder upon thirty (30) days’ notice to the Lenders, the Borrower and each other Agent and if such Agent is the Lenders (or, in the case of a Defaulting Lender resignation in respect of one or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agentmore Facilities hereunder, the Lenders and each other Agentin respect of such Facilities). If an the Administrative Agent resigns or is removed by the Borrowerunder this Agreement, the Required ▇▇▇▇▇▇▇ Lenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Required Facility Lenders in respect of such Facilities) shall appoint from among the Lenders a successor agentagent for the Lenders, which appointment of a successor agent shall be consented to by require the consent of the Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent, such Agent, in the case of a resignation, and the Borrower, in the case of a removal resigning Administrative Agent may appoint, after consulting with the Lenders Borrower and the Borrower (Lenders(or, in the case of a resignationresignation in respect of one or more Facilities hereunder, the Required Facility Lenders in respect of such Facilities), a successor agentagent from among the Lenders. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under the Loan Documents and Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or and/or supplemental administrative agent, as the case may be (and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)), and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or and Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s resignation or removal in accordance herewith hereunder as the Administrative Agent and Collateral Agent, the provisions of this Article VIII IX and the provisions of Section 9.05 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of the Loan Documentsand Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or and Collateral Agent, as applicable, Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removalresignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Lenders in respect of such Facilities) shall perform all of the duties of such the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith and Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to any mortgages, and such other security agreements, instruments or notices, as may be necessary or desirable, or as the Required Lenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Required Facility Lenders in respect of such Facilities) may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security DocumentsCollateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or and Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or and Collateral Agent shall shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any The Administrative Agent may resign at any time as Administrative Agent and the Collateral Agent may resign as Collateral Agent upon thirty (30) 20 days’ prior written notice to the Lenders, Lenders and the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to Borrower. If the Administrative Agent shall resign as Administrative Agent or the Collateral Agent shall resign as Collateral Agent under this Agreement and the other Credit Documents, then the Required Lenders shall appoint from among the Lenders a successor Administrative Agent or successor Collateral Agent, the Lenders and each other Agent. If an Agent resigns or is removed by the Borrower, the Required ▇▇▇▇▇▇▇ shall appoint a successor agentas applicable, which successor agent in each case, shall be consented to approved by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which consent of the Borrower approval shall not be unreasonably withheld withheld) so long as no Default or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent Event of Default is appointed prior to the effective date of the resignation or removal of the Agentcontinuing, such Agent, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as whereupon such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under or the Loan Documents Collateral Agent, as the case may be, and the term “Administrative Agent” or “Collateral Agent”, as applicablethe case may be, shall mean such successor administrative agent or collateral agenteffective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Loans. After any retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties resignation as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Agent’s resignation or removal in accordance herewith as the Agentcase may be, the provisions of this Article VIII and the provisions of Section 9.05 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties under this Agreement and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Credit Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any Each of the Administrative Agent and the Collateral Agent may resign at any time as the Administrative Agent or the Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders, the Borrower Borrowers and each other Agent and if such either the Administrative Agent or the Collateral Agent is a Defaulting Lender or during an Agent Default PeriodLender, the Borrower Representative may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent or Collateral Agent, as applicable, the Lenders and each other Agent. If an the Administrative Agent or the Collateral Agent resigns or is removed by the BorrowerBorrower Representative, the Required ▇▇▇▇▇▇▇ Lenders shall appoint a successor agent, which successor agent shall (a) in the case of the Administrative Agent, be selected from among the Lenders and (b) be consented to by the Borrower Representative at all times other than during the existence of a Payment or Bankruptcy Event of Default (which consent of the Borrower Representative shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Administrative Agent or Collateral Agent be a Defaulting Lender or a Disqualified Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, such as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the BorrowerBorrower Representative, in the case of a removal may appoint, after consulting with the Lenders and the Borrower Representative (in the case of a resignation), a successor agentagent which, in the case of the Administrative Agent, shall be from among the Lenders (subject to the proviso at the end of the immediately preceding sentence). Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or retiring Collateral Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, ” shall mean such successor administrative agent or collateral agent, as the case may be, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or the Collateral Agent’s resignation or removal in accordance herewith as the Administrative Agent or the Collateral Agent, the provisions of this Article VIII IX and the provisions of Section 9.05 Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the BorrowerBorrower Representative’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an the Administrative Agent or Collateral Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (x) continue the perfection of the Liens granted or purported to be granted by the Security DocumentsCollateral Documents or (y) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent, as applicable, Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, Agent under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article VIII IX and Section 9.05 Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any (a) Subject to the terms of this Section 12.05, each Agent may resign at any time may, upon thirty (30) days’ notice to the LendersLenders and the Borrower, the Borrower and each other resign as Administrative Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Collateral Agent, the Lenders and each other Agentas applicable. If an Agent resigns or is removed by the Borrowershall resign, then the Required ▇▇▇▇▇▇▇ shall appoint a successor agent, which . If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, such Agent may appoint a successor agent. The appointment of any successor Agent shall be consented subject to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that in no event shall the consent of the Borrower to any such successor Agent appointment shall not be required if (i) a Defaulting Lender. If no Default or Event of Default shall have occurred and is continuing or (ii) if such successor agent is appointed prior to a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be effective upon the effective date of the resignation or removal of the Agent, such Agent, in the case appointment of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminatedthis Section 12.05. After the effectiveness of any retiring Agent’s resignation or removal in accordance herewith hereunder as the Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article VIII and the provisions of Section 9.05 XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the Agent in respect of the Loan other Facility Documents. If no successor agent has accepted appointment as Collateral Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Administrative Collateral Agent or within sixty days after giving of notice of resignation by the Collateral Agent, as applicable, by the date which is thirty (30) days following resigning Collateral Agent may petition any court of competent jurisdiction for the retiring Agent’s notice appointment of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. . (b) Any Person (i) into which the Agents Collateral Agent may be merged or converted or with which they may be consolidated, or any Person resulting (ii) that may result from any merger, conversion merger or consolidation to which the Agents Collateral Agent shall be a party, or any Person succeeding (iii) that may succeed to all or substantially all of the corporate agency or corporate trust business of such the Collateral Agent substantially as a whole, shall be the successor of such to the Collateral Agent hereunder and under the other Loan Documents, this Agreement without the execution or filing of any paper or any further action on the part act of any of the parties heretoto this Agreement.

Successor Agents. Any (a) Each of the Administrative Agent and the Collateral Agent may resign at any time upon thirty (30) 10 days’ notice to the Lenders, Lenders and the Borrower and each other Agent and if Borrower. If either such Agent is a Defaulting Lender or during an Agent Default Periodshall so resign under this Agreement and the other Loan Documents, then the Borrower may remove such Defaulting Lender Required Lenders shall appoint from such role upon ten (10) days’ notice to the Administrative Agent, among the Lenders and each other Agent. If an Agent resigns or is removed by the Borrower, the Required ▇▇▇▇▇▇▇ shall appoint a successor agentagent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(f) with respect to the Borrower shall have occurred and be consented continuing) be subject to approval by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which consent of the Borrower approval shall not be unreasonably withheld withheld, conditioned or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Agent, such Agent, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as whereupon such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under or the Loan Documents Collateral Agent, as applicable,, and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agenteffective upon such appointment and approval, and the retiring Administrative former Agent’s or Collateral Agent’s appointmentrights, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After , without any other or further act or deed on the retiring Agent’s resignation part of such former Agent or removal in accordance herewith as the Agent, the provisions of this Article VIII and the provisions of Section 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documentsparties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which that is thirty (30) 10 days following the a retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal“Resignation Effective Date”), the retiring Agent’s resignation shall nevertheless thereupon become effective effective, and the Lenders shall assume and perform all of the duties of such the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of After any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 9.7 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Administrative an Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder under this Agreement and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any Each of the Administrative Agent and the Collateral Agent may resign at any time as the Administrative Agent or the Collateral Agent, as applicable, upon thirty (30) days’ written notice to the Lenders, the Borrower and each other Agent and if such either the Administrative Agent or the Collateral Agent is a Defaulting Lender or during an Agent Default PeriodLender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent or Collateral Agent, as applicable, the Lenders and each other Agent. If an Subject to the terms of the Pari Passu Intercreditor Agreement and the Crossing Liens Intercreditor Agreement, if the Administrative Agent or the Collateral Agent resigns or is removed by the Borrower, the Required ▇▇▇▇▇▇▇ shall appoint a successor agent, which successor agent shall (a) in the case of the Administrative Agent be selected from among the Lenders and (b) be consented to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Administrative Agent or Collateral Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, such as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agentagent which, in the case of the Administrative Agent, shall be from among the Lenders (subject to the proviso at the end of the immediately preceding sentence). Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or retiring Collateral Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, ” shall mean such successor administrative agent or collateral agent, as the case may be, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or the Collateral Agent’s resignation or removal in accordance herewith as the Administrative Agent or the Collateral Agent, the provisions of this Article VIII IX and the provisions of Section 9.05 Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders ▇▇▇▇▇▇▇ appoint a successor agent as provided for above. Upon the acceptance of any appointment as an the Administrative Agent or Collateral Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (x) continue the perfection of the Liens granted or purported to be granted by the Security DocumentsCollateral Documents or (y) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent, as applicable, Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, Agent under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any Each Appointed Agent may resign as an Appointed Agent upon at any time upon thirty (30) least 30 days’ prior notice to the LendersLenders and the Borrower. In the event any Appointed Agent (solely in the case where such Appointed Agent is also a Lender) sells all of its Term Loans and/or Term Loan Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent (solely in the case where such Appointed Agent is also a Lender) becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice Required Lenders. Subject to the Administrative Agentforegoing, the Lenders and each other Agent. If if an Appointed Agent resigns or is removed by under this Agreement, the Required Lenders (with the prior consent of the Borrower, the Required ▇▇▇▇▇▇▇ such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be consented to by the Borrower at all times a Lender or a commercial bank, commercial finance company or other than during the existence similar lender having total assets in excess of a Payment or Bankruptcy Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender$5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation or removal of the any Appointed Agent, such Agent, in Appointed Agent may appoint (but without the case need for the consent of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), ) a successor agentagent from among the Lenders. Upon the acceptance of its appointment as successor agentagent h▇▇▇▇▇▇▇▇, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Agent under the Loan Documents and the term “Administrative Appointed Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Appointed Agent’s appointment, powers and duties as the Administrative an Appointed Agent or Collateral Agent, as applicable, shall be terminated. After the any retiring Appointed Agent’s resignation or removal in accordance herewith hereunder as the an Appointed Agent, the provisions of this Article VIII XIII and the provisions of Section 9.05 14.10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the an Appointed Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretoAgreement.

Successor Agents. Any Each of the Administrative Agent and the Collateral Agent may resign at any time as the Administrative Agent or the Collateral Agent, as applicable upon thirty (30) 30 days’ notice to the Lenders, Lenders and the Borrower and each other if either the Administrative Agent and if such or the Collateral Agent is a Defaulting Lender or during an Agent Default PeriodLender, the Borrower may remove such Defaulting Lender from such role upon ten (10) 10 days’ notice to the Administrative Agent, the Lenders and each other AgentLenders. If an the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed by the BorrowerBorrower as a result of being a Defaulting Lender, the Required ▇▇▇▇▇▇▇ Lenders shall appoint from among the Lenders a successor agentagent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Sections 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, such as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agentagent from among the Lenders. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under the Loan Documents or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, ” shall mean such successor administrative agent or collateral agentagent and/or Supplemental Agent, as the case may be, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or the Collateral Agent’s resignation or removal in accordance herewith hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article VIII 9 and the provisions of Section 9.05 Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of the Loan Documentsor Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) 10 days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders ▇▇▇▇▇▇▇ appoint a successor agent as provided for above. Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security DocumentsCollateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent, as applicable, Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article VIII 9 and Section 9.05 Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified Any resignation by ▇▇▇▇▇▇▇▇▇ may be appointed as Administrative Agent pursuant to this Section shall also constitute its resignation as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation L/C Issuer and Swing Line Lender pursuant to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder Sections 2.03(q) and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto2.04(h).

Successor Agents. Any The Administrative Agent may resign at any time as the Administrative Agent upon thirty (30) days’ written notice to the Lenders, the Borrower and each other Agent (and if such the Administrative Agent is a Defaulting Lender or during an Agent Default PeriodLender, the Borrower or the Required Lenders may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent, the Lenders and each other Agent). If an the Administrative Agent resigns or is removed by the Borrower, the Required ▇▇▇▇▇▇▇ Lenders shall appoint a successor agent, which successor agent shall (a) be selected from among the Lenders and (b) be consented to by the Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Section 8.01(a), (f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Administrative Agent be a Defaulting LenderLender or a Disqualified ▇▇▇▇▇▇. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent, such the Administrative Agent, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agentagent which shall be from among the Lenders (subject to the proviso at the end of the immediately preceding sentence). Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s resignation or removal in accordance herewith as the Administrative Agent, the provisions of this Article VIII IX and the provisions of Section 9.05 Sections 9.07, 10.04, and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such the Administrative Agent hereunder until such time, if any, as the Required Lenders ▇▇▇▇▇▇▇ appoint a successor agent as provided for above. Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (y) continue the perfection of the Liens granted or purported to be granted by the Security DocumentsCollateral Documents or (z) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral AgentResignation, as applicable, the provisions of this Article VIII removal and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent replacement of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Collateral Agent shall be governed by the successor of such Agent hereunder terms and under conditions set forth in the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretoCollateral Agency and Intercreditor Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon thirty the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five (3045) days’ 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 date specified by the Required Lenders. Upon any such resignation or removal, 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) to appoint, on behalf of the Borrower and the Lenders, the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent, the Lenders and each other Agent. If an Agent resigns or is removed by the Borrower, the Required ▇▇▇▇▇▇▇ shall appoint a successor agent, which successor agent shall be consented to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting LenderAgent. If no successor agent is Agent shall have been so appointed prior to the effective date of the resignation or removal of the Agent, such Agent, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Agent’s resignation or removal in accordance herewith as the Agent, the provisions of this Article VIII and the provisions of Section 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is Required Lenders within thirty (30) days following after the retiring resigning Agent’s 's giving notice of resignation its intention to resign, then the resigning Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding the previous sentence, any Agent may at any time without the consent of the Borrower or ten (10) days following the Borrower’s notice any Lender, appoint any of removalits Affiliates which is a commercial bank as its successor Agent hereunder. If an Agent has resigned or been removed and no successor Agent has been appointed, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall may perform all of the duties of such Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such time, if any, as successor Agent has accepted the Required Lenders appoint appointment. Any such successor Agent shall be a successor agent as provided for abovecommercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as an Agent in accordance herewith hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, privileges and duties of the retiring Administrative Agent resigning or Collateral removed Agent. Upon the effectiveness of the resignation or removal of an Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent resigning or Collateral removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the retiring Administrative effectiveness of the resignation or removal of an Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.X

Successor Agents. Any Each of the Administrative Agent and the Collateral Agent may resign at any time as the Administrative Agent or the Collateral Agent, as applicable upon thirty (30) 30 days’ notice to the Lenders, Lenders and the Borrower and each other if either the Administrative Agent and if such or the Collateral Agent is a Defaulting Lender or during an Agent Default PeriodLender, the Borrower may remove such Defaulting Lender from such role upon ten (10) 10 days’ notice to the Administrative Agent, the Lenders and each other AgentLenders. If an the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed by the BorrowerBorrower as a result of being a Defaulting Lender, the Required ▇▇▇▇▇▇▇ Lenders shall appoint from among the Lenders a successor agentagent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Sections 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, such as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agentagent from among the Lenders. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under the Loan Documents or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, ” shall mean such successor administrative agent or collateral agentagent and/or Supplemental Agent, as the case may be, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or the Collateral Agent’s resignation or removal in accordance herewith hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article VIII 9 and the provisions of Section 9.05 Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of the Loan Documentsor Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) 10 days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders L▇▇▇▇▇▇ appoint a successor agent as provided for above. Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security DocumentsCollateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent, as applicable, Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article VIII 9 and Section 9.05 Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified Any resignation by J▇▇▇▇▇▇▇▇ may be appointed as Administrative Agent pursuant to this Section shall also constitute its resignation as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation L/C Issuer and Swing Line Lender pursuant to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder Sections 2.03(q) and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto2.04(h).

Successor Agents. Any The Administrative Agent may resign at any time as the Administrative Agent upon thirty (30) days’ notice to the Lenders, Lenders and the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to Borrower. If the Administrative Agent, the Lenders and each other Agent. If an Agent resigns or is removed by the Borrowerunder this Agreement, the Required ▇▇▇▇▇▇▇ Lenders shall appoint a successor agentagent for the Lenders, which appointment of a successor agent shall be consented to by require the consent of the Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Section 9.01 (a), (f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent, such Agent, in the case of a resignation, and the Borrower, in the case of a removal Administrative Agent may appoint, after consulting with the Lenders and, if no Default has occurred and is continuing, the Borrower (in the case of a resignation)Borrower, a successor agentagent from among the Lenders. If the Administrative Agent becomes a Defaulting Agent, the Borrower may at its option appoint a successor agent to replace the Defaulting Agent, and such successor agent shall be appointed from among the Lenders; provided, that such Lender is a commercial bank organized under the Laws of the United States, any State thereof or the District of Columbia or any other country that is a member of the Organization for Economic Cooperation and Development, so long as such bank will act in such capacity through a branch or agency located in the United States and has combined capital and surplus of at least $1,000,000,000. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s resignation or removal in accordance herewith hereunder as the Administrative Agent, the provisions of this Article VIII X and the provisions of Section 9.05 11.04 and Section 11.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of the Loan Documentsunder this Agreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removalresignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Lenders assuming the role of Administrative Agent as specified in the immediately preceding sentence shall assume the rights and obligations of the Administrative Agent (including the indemnification provisions set forth in Section 10.07) as if each such Lender were the Administrative Agent. Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security DocumentsCollateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any Each Agent may resign as Agent upon 30 days' notice to the Banks and the Facility Borrowers, and may be removed at any time upon thirty (30) days’ notice to with or without cause by the Lenders, the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent, the Lenders and each other AgentRequired Banks. If an Agent resigns shall resign or is be removed by the Borroweras Agent under this Agreement, then either (a) the Required ▇▇▇▇▇▇▇ Banks shall appoint from among the Banks a successor administrative agent or Canadian administrative agent, as applicable, which successor agent shall be consented to approved by the Borrower at all times other than during the existence of CFC, or (b) if a Payment or Bankruptcy Event of Default (which consent of the Borrower successor agent shall not be unreasonably withheld or delayed); provided that in no event shall any have been so appointed and approved within the 30-day period following such successor Agent be a Defaulting Lender. If no successor agent is appointed prior Agent's notice to the effective date of the resignation Banks or its removal of the as Agent, such Agent shall then, with the consent of CFC, appoint a successor agent who shall serve as Administrative Agent or Canadian Administrative Agent, in as applicable, until such time, if any, as the case of a resignationRequired Banks appoint, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation)CFC approves, a successor agentagent as provided in (a) above. Upon the acceptance of its appointment as successor agentpursuant to either clause (a) or (b) above, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under or the Loan Documents Canadian Administrative Agent, as applicable, and the term “terms "Administrative Agent” or “Collateral ", "Canadian Administrative Agent”" and "Agent", as applicable, shall mean such successor administrative agent or collateral agenteffective upon its appointment, and the retiring Administrative former Agent’s or Collateral Agent’s appointment's rights, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the obligations owing by the Facility Borrowers hereunder. After the any retiring Agent’s 's resignation or removal in accordance herewith hereunder as the Agent, the provisions of this Article VIII and the provisions of Section 9.05 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretoAgreement.

Successor Agents. Any (a) Subject to the terms of this Section 11.05, each Agent may resign at any time may, upon thirty (30) days’ notice to the LendersLenders and the Borrower, resign as Administrative Agent or the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Collateral Agent, the Lenders and each other Agentas applicable. If an Agent resigns or is removed by the Borrowershall resign, then the Required ▇▇▇▇▇▇▇ (with, unless an Event of Default has occurred and is continuing, the consent of the Borrower) shall appoint a successor agent, which . If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, such Agent may appoint, or petition a court of competent jurisdiction at the Borrower’s expense to appoint, a successor agent; provided that no such successor agent may be a Defaulting Lender without the prior written consent of the Borrower. (b) Any successor Administrative Agent and any successor Collateral Agent shall be consented a United States person (within the meaning of Section 7701(a)(30) of the Code) and shall be a bank with an office in the United States of America or an Affiliate of such bank and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1 (as in effect on the date hereof). The appointment of any successor Agent shall be subject to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that in no event shall the consent of the Borrower to any such successor Agent appointment shall not be a Defaulting Lenderrequired if an Event of Default shall have occurred and is continuing. If no successor agent is appointed prior to the effective date of the Any resignation or removal of an Agent shall be effective upon the Agent, such Agent, in the case appointment of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminatedthis Section 11.05. After the effectiveness of any retiring or removed Agent’s resignation or removal in accordance herewith hereunder as the Agent, the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article VIII XI shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the other Facility Documents. (c) Subject to the terms of this Section 11.05(c) the Administrative Agent may, upon thirty (30) days’ notice to the Collateral Manager, the Equityholder, 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(c), then the Administrative Agent during such thirty (30) day period shall appoint a successor Collateral Agent. The appointment of any successor Collateral Agent pursuant to this Section 11.05(c) shall be subject to the prior written consent of the Borrower (provided that no Event of Default has occurred and is continuing) and the Required Lenders. If the Collateral Agent is removed pursuant to this Section 11.05(c), the Collateral Agent shall be removed in all other capacities in which it serves under this Agreement and under any of the other Facility Documents (including in its capacity as Custodian), but not in its capacities as Administrative Agent or Lender, if applicable. Any removal of the Collateral Agent pursuant to this Section 11.05(c) shall be effective upon the appointment of a successor Collateral Agent pursuant to this Section 11.05(c) and the acceptance of such appointment by such successor. After the effectiveness of any removal of the Collateral Agent pursuant to this Section 11.05(c), the Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents (but not in its capacities as Administrative Agent or Lender, if applicable) and the provisions of this Article XI and Section 9.05 11.05(c) shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was the Collateral Agent in respect of under this Agreement and under the Loan other Facility Documents. If no successor agent has accepted appointment as In the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint event a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇▇▇▇▇ may Agent shall not be appointed as within such thirty (30) day period, the Collateral Agent may petition a court of competent jurisdiction at the Borrower’s expense for the appointment of a successor Administrative Agent without Collateral Agent. (d) It is understood and agreed that the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Collateral Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution no obligation to exercise or filing of any paper or any further action on the part of to honor any of the parties heretorights or powers vested in it by this Agreement at the request or direction of the Administrative Agent or any of the Lenders (or other Persons authorized or permitted under the terms hereof to make such request or give such direction) pursuant to this Agreement or any other Facility Document, unless the Administrative Agent or such Lenders shall have provided to the Collateral Agent security or indemnity reasonably satisfactory to it against the costs, expenses (including reasonable and documented attorney’s fees and expenses) and Liabilities which might reasonably be incurred by it in compliance with such request or direction, whether such indemnity is provided under this Section 11.05 or otherwise. The rights of the Agents and obligations of the Lenders under or pursuant to this Section 11.05 shall survive the termination of this Agreement, and the earlier removal or resignation of any Agent hereunder.

Successor Agents. Any The Facility Agent and the Security Trustee may resign at any time upon by giving written notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Lenders shall appoint a successor Facility Agent or Security Trustee, as applicable, subject to the consent of the Borrower, such consent not to be unreasonably withheld. The Borrower hereby consents to the appointment of any successor Facility Agent or Security Trustee, as applicable, that is a Creditor or a first class bank. If no successor Facility Agent or Security Trustee shall have been so appointed by the Lenders, and shall have accepted such appointment, within thirty (30) days’ days after the retiring Facility Agent or Security Trustee gives notice to of resignation, then the retiring Facility Agent or Security Trustee may, on behalf of the Lenders, the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent, the Lenders and each other Agent. If an Agent resigns or is removed by the Borrower, the Required ▇▇▇▇▇▇▇ shall appoint a successor agentFacility Agent or Security Trustee, as applicable, which successor agent shall be consented to by the Borrower a bank or trust company of recognized standing having a combined capital and surplus of at all times other than during the existence of a Payment or Bankruptcy Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Agent, such Agent, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agentleast $500,000,000. Upon the acceptance of its appointment as Facility Agent or Security Trustee hereunder by a successor agentrespective Agent, the Person acting as such successor agent Facility Agent or Security Trustee shall thereupon succeed to and become vested with all the rights, powers rights and duties of the respective retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the respective retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminateddischarged from its duties and obligations hereunder. After the retiring an Agent’s resignation or removal in accordance herewith as the Agenthereunder, the provisions of this Article VIII and the provisions of Section 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Facility Agent or Collateral AgentSecurity Trustee, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any Either Agent may resign at any time as Agent upon thirty (30) days’ written notice to the Lenders, the Borrower and each other Agent and if such the Borrower; provided that either Agent is a Defaulting Lender or during may resign as an Agent Default Period, the Borrower may remove such Defaulting Lender from such role immediately upon ten (10) days’ written notice to the Administrative AgentLenders, the Lenders other Agent and each other Agentthe Borrower if a Default or Event of Default has occurred and is continuing. If an either Agent resigns or is removed by shall resign as such Agent in its applicable capacity under this Loan Agreement and the Borrowerother Loan Documents, the then Required ▇▇▇▇▇▇▇ Lenders shall appoint from among the Lenders a successor agent, which successor agent shall (unless an Event of Default shall have occurred and be consented continuing) be subject to approval by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which consent of the Borrower approval shall not be unreasonably withheld withheld, delayed, conditioned or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Agent, such Agent, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignationburdened), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as whereupon such successor agent shall succeed to all the rights, powers and duties of the retiring such Agent under the Loan Documents in its applicable capacity, and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall thereafter mean such successor administrative agent or collateral agenteffective upon such appointment and approval, and the retiring Administrative former Agent’s or Collateral Agent’s appointmentrights, 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 former Agent or any of the other parties to this Loan Agreement or any holders of the Loans. If no successor agent has accepted appointment as such Agent in its applicable capacity by the date upon which such retiring Agent’s notice of resignation is effective in accordance with the first sentence of this Section 11.09, such retiring Agent’s resignation shall nevertheless become effective on the applicable date and the Lenders shall assume and perform all of the duties of such Agent hereunder until such time, if any, as Required ▇▇▇▇▇▇▇ appoint a successor agent as provided for above. After any retiring Agent’s resignation as the Administrative Agent or the Collateral Agent, as applicable, shall be terminated. After the retiring Agent’s resignation or removal in accordance herewith as the Agent, the provisions of this Article VIII and the provisions of Section 9.05 XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor under this Loan Agreement and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any The Administrative Agent may resign at any time as Administrative Agent and the Collateral Agent may resign as Collateral Agent upon thirty (30) 20 days’ prior written notice to the Lenders, Lenders and the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to Company. If the Administrative Agent shall resign as Administrative Agent or the Collateral Agent shall resign as Collateral Agent under this Agreement and the other Credit Documents, then the Required Lenders shall appoint from among the Lenders a successor Administrative Agent or successor Collateral Agent, the Lenders and each other Agent. If an Agent resigns or is removed by the Borrower, the Required ▇▇▇▇▇▇▇ shall appoint a successor agentas applicable, which successor agent shall shall, in each case, be consented to approved by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default Company (which consent of the Borrower approval shall not be unreasonably withheld withheld) so long as no Default or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent Event of Default is appointed prior to the effective date of the resignation or removal of the Agentcontinuing, such Agent, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as whereupon such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under or the Loan Documents Collateral Agent, as the case may be, and the term “Administrative Agent” or “Collateral Agent”, as applicablethe case may be, shall mean such successor administrative agent or collateral agenteffective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Loans. After any retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties resignation as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Agent’s resignation or removal in accordance herewith as the Agentcase may be, the provisions of this Article VIII and the provisions of Section 9.05 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties under this Agreement and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Credit Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any The Administrative Agent and the Collateral Agent may resign at any time as the Administrative Agent and Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders, Lenders and the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to Borrower. If the Administrative Agent, Agent or the Lenders and each other Agent. If an Collateral Agent resigns or is removed by the Borrowerunder this Agreement, the Required ▇▇▇▇▇▇▇ Lenders shall appoint a successor agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent shall be consented to by require the consent of the Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, such as applicable, the Administrative Agent or the Collateral Agent, in the case of a resignationas applicable, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation)Borrower, a successor agentagent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agentagent ▇▇▇▇▇▇▇▇▇, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under or the Loan Documents Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent”, ,” as applicable, shall mean such successor administrative agent or and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s ’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s resignation or removal in accordance herewith retiring Collateral Agent’s resignation, as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article VIII IX and the provisions of Section 9.05 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of or the Loan DocumentsCollateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removalresignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders ▇▇▇▇▇▇▇ appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security DocumentsCollateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or and/or Collateral Agent shall shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder as and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit agents and sub-agents in respect of any actions taken or omitted to be taken by it any of them while it was acting as the retiring Administrative Agent or retiring Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed was acting as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidatedand/or Collateral Agent, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretoas applicable.

Successor Agents. Any Each of the Administrative Agent and the Collateral Agent may resign at any time as the Administrative Agent or the Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders, the Borrower and each other Agent and if such either the Administrative Agent or the Collateral Agent is a Defaulting Lender or during an Agent Default PeriodLender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent or Collateral Agent, as applicable, the Lenders and each other Agent. If an the Administrative Agent or the Collateral Agent resigns or is removed by the Borrower, the Required ▇▇▇▇▇▇▇ Lenders shall appoint a successor agent, which successor agent shall (a) in the case of the Administrative Agent, be selected from among the Lenders and (b) be consented to by the Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Section 8.01(a), (f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Administrative Agent or Collateral Agent be a Defaulting Lender or a Disqualified Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, such as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agentagent which, in the case of the Administrative Agent, shall be from among the Lenders (subject to the proviso at the end of the immediately preceding sentence). Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or retiring Collateral Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, ” shall mean such successor administrative agent or collateral agent, as the case may be, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or the Collateral Agent’s resignation or removal in accordance herewith as the Administrative Agent or the Collateral Agent, the provisions of this Article VIII IX and the provisions of Section 9.05 Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an the Administrative Agent or Collateral Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (x) continue the perfection of the Liens granted or purported to be granted by the Security DocumentsCollateral Documents or (y) otherwise ensure that Section 6.10 is satisfied, the Administrative Agent or Collateral Agent, as applicable, Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, Agent under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article VIII IX and Section 9.05 Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent, . Any resignation by Citizens as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without pursuant to this Section shall also constitute the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation resignation as an L/C Issuer and Swing Line Lender pursuant to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder Section 2.03(q) and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto2.04(h).

Successor Agents. Any (a) Subject to the terms of this Section 11.05, each Agent may resign at any time may, upon thirty (30) days’ notice to the LendersLenders and the Borrower, the Borrower and each other resign as Administrative Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Collateral Agent, the Lenders and each other Agentas applicable. If an Agent resigns or is removed by the Borrowershall resign, then the Required ▇▇▇▇▇▇▇ Lenders shall appoint a successor agent, which . If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, such Agent may appoint a successor agent. The appointment of any successor Agent shall be consented subject to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that in no event shall the consent of the Borrower to any such successor Agent appointment shall not be a Defaulting Lender. If no required if (i) an Event of Default shall have occurred and is continuing or (ii) if such successor agent is appointed prior to a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be effective upon the effective date of the resignation or removal of the Agent, such Agent, in the case appointment of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminatedthis Section 11.05. After the effectiveness of any retiring Agent’s resignation or removal in accordance herewith hereunder as the Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article VIII XII shall continue in effect for its benefit with respect 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) Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement. (c) Subject to the terms of this Section 11.05(c) the Administrative Agent may, upon thirty (30) days’ notice to the Collateral Manager, 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(c), then the Administrative Agent during such thirty (30) day period shall appoint a successor Collateral Agent. The appointment of any successor Collateral Agent pursuant to this Section 11.05(c) shall be subject to the prior written consent of the Borrower (provided that no Event of Default has occurred and is continuing) and the Required Lenders. If the Collateral Agent is removed pursuant to this Section 11.05(c), the Collateral Agent shall be removed in all other capacities in which it serves under this Agreement and under any of the other Facility Documents (including in its capacity as Custodian). Any removal of the Collateral Agent pursuant to this Section 11.05(c) shall be effective upon the appointment of a successor Collateral Agent pursuant to this Section 11.05(c) and the acceptance of such appointment by such successor. After the effectiveness of any removal of the Collateral Agent pursuant to this Section 11.05(c), the Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents (but not in its capacity as Lender, if applicable) and the provisions of this Article XII and Section 9.05 11.05(c) shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder Agreement and under the other Loan Facility Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any The Administrative Agent or the Collateral Agent may resign at any time as Administrative Agent or Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders, Lenders and the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to Borrower. If the Administrative AgentAgent or Collateral Agent shall resign as Administrative Agent or Collateral agent, as applicable, under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders and each other Agent. If an Agent resigns or is removed by the Borrower, the Required ▇▇▇▇▇▇▇ shall appoint a successor agentagent 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 consented continuing) be subject to approval by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which consent of the Borrower approval shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Agent, such Agent, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as whereupon such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under the Loan Documents or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent”, as applicable, ” shall mean such successor administrative agent or collateral agenteffective upon such appointment and approval, and the retiring former Administrative Agent’s or Collateral Agent’s appointmentrights, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After , without any other or further act or deed on the retiring Agent’s resignation part of such former Administrative Agent or removal in accordance herewith as the Collateral Agent, the provisions of this Article VIII and the provisions of Section 9.05 shall inure to its benefit as to applicable, or any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documentsparties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent or Collateral Agent by the date that is thirty (30) days following a retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s or Collateral Agent’s resignation as Administrative Agent or Collateral Agent, the provisions of this Section 9 and of Section 10.5 shall continue to inure to its benefit. Upon the acceptance of any appointment as an Administrative Agent in accordance herewith or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, desirable in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any The Syndication Agent may resign at any time upon thirty (30) one Business Days' prior notice thereof to Company and Administrative Agent. Administrative Agent may resign at any time by giving 30 days’ ' prior written notice thereof to the LendersSyndication Agent, the Borrower Lenders and each other Company, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Company and Administrative Agent and if signed by Requisite Lenders. Upon any such notice of resignation of Syndication Agent is a Defaulting Lender or during an Administrative Agent Default Period, the Borrower may remove or any such Defaulting Lender from such role upon ten (10) days’ notice to the removal of Administrative Agent, Requisite Lenders shall have the Lenders and each other Agent. If an Agent resigns or is removed by the Borrowerright, the Required ▇▇▇▇▇▇▇ shall upon five Business Days' notice to Company, to appoint a successor agent, which successor agent shall be consented to by the Borrower at all times other than during the existence of a Payment Syndication Agent or Bankruptcy Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent, such Agent, in as the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agentbe. Upon the acceptance of its any appointment as Administrative Agent or Syndication Agent, as the case may be, hereunder by a successor agentAdministrative Agent or Syndication Agent, as the Person acting case may be, that successor Administrative Agent or Syndication Agent, as such successor agent the case may be, shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring or removed Administrative Agent under the Loan Documents and the term “Administrative or Syndication Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agentthe case may be, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the removed Administrative Agent or Collateral Syndication Agent, as applicablethe case may be, shall be terminateddischarged from its duties and obligations under this Agreement. After the any retiring or removed Administrative Agent’s 's or Syndication Agent's resignation or removal in accordance herewith hereunder as Administrative Agent or Syndication Agent, as the Agentcase may be, the provisions of this Article VIII and the provisions of Section 9.05 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Syndication Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as case 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicablebe, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretoAgreement.

Successor Agents. Any (a) Subject to the terms of this Section 12.05, each Agent may resign at any time may, upon thirty (30) days’ notice to the LendersLenders and the Borrower, the Borrower and each other resign as Administrative Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Collateral Agent, the Lenders and each other Agentas applicable. If an Agent resigns or is removed by shall resign, then the Borrower, the Required ▇▇▇▇▇▇▇ Majority Lenders shall appoint a successor agent, which . If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, such Agent may appoint a successor agent. The appointment of any successor Agent shall be consented subject to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that in no event shall the consent of the Borrower to any such successor Agent appointment shall not be required if (i) a Defaulting Lender. If no Default or Event of Default shall have occurred and is continuing or (ii) if such successor agent is appointed prior to a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be effective upon the effective date of the resignation or removal of the Agent, such Agent, in the case appointment of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminatedthis Section 12.05. After the effectiveness of any retiring Agent’s resignation or removal in accordance herewith hereunder as the Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article VIII and the provisions of Section 9.05 XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the Agent in respect of the Loan other Facility Documents. If no successor agent has accepted appointment Administrative Agent or Collateral Agent, as applicable, shall have been appointed and an instrument of acceptance by a successor Administrative Agent or Collateral Agent, as applicable, shall not have been delivered to the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) within sixty days following the retiring Agent’s after giving of notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the resigning Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to , may petition any court of competent jurisdiction for the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as appointment of a successor Administrative Agent without the consent of the Borrower. or Collateral Agent, as applicable. (b) Any Person (i) into which the Agents Collateral Agent may be merged or converted or with which they may be consolidated, or any Person resulting (ii) that may result from any merger, conversion merger or consolidation to which the Agents Collateral Agent shall be a party, or any Person succeeding (iii) that may succeed to all or substantially all the corporate trust properties and assets of the corporate agency or corporate trust business of such Collateral Agent substantially as a whole, shall be the successor of such to the Collateral Agent hereunder and under the other Loan Documents, this Agreement without the execution or filing of any paper or any further action on the part act of any of the parties heretoto this Agreement.

Successor Agents. Any The Administrative Agent and the Collateral Agent may resign at any time as the Administrative Agent and Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders, Lenders and the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to Parent Borrower. If the Administrative Agent, Agent or the Lenders and each other Agent. If an Collateral Agent resigns or is removed by the Borrowerunder this Agreement, the Required ▇▇▇▇▇▇▇ Lenders shall appoint a successor agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent shall be consented to by require the consent of the Parent Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Section 8.01(f) or (g) (which consent of the Parent Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, such as applicable, the Administrative Agent or the Collateral Agent, in the case of a resignationas applicable, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation)Parent ▇▇▇▇▇▇▇▇, a successor agentagent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified ▇▇▇▇▇▇. Upon the acceptance of its appointment as successor agentagent ▇▇▇▇▇▇▇▇▇, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under or the Loan Documents Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent”, ,” as applicable, shall mean such successor administrative agent or and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s ’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Agent’s resignation or removal in accordance herewith as the Agent, the provisions of this Article VIII and the provisions of Section 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.be

Successor Agents. Any (a) Subject to the terms of this Section 11.05, each Agent may resign at any time may, upon thirty (30) days’ notice to the LendersLenders and the Borrower, resign as Administrative Agent or the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Collateral Agent, the Lenders and each other Agentas applicable. If an Agent resigns or is removed by the Borrowershall resign, then the Required ▇▇▇▇▇▇▇ (with, unless an Event of Default has occurred and is continuing, the consent of the Borrower) shall appoint a successor agent, which . If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, such Agent may appoint, or petition a court of competent jurisdiction at the Borrower’s expense to appoint, a successor agent; provided that no such successor agent may be a Defaulting Lender without the prior written consent of the Borrower. (b) Any successor Administrative Agent and any successor Collateral Agent shall be consented a U.S. Person (within the meaning of Section 7701(a)(30) of the Code) and shall be a bank with an office in the United States of America or an Affiliate of such bank and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1 (as in effect on the date hereof). The appointment of any successor Agent shall be subject to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Event of Default (which prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed); provided that in no event shall the consent of the Borrower to any such successor Agent appointment shall not be a Defaulting Lenderrequired if an Event of Default shall have occurred and is continuing. If no successor agent is appointed prior to the effective date of the Any resignation or removal of an Agent shall be effective upon the Agent, such Agent, in the case appointment of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent. Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminatedthis Section 11.05. After the effectiveness of any retiring or removed Agent’s resignation or removal in accordance herewith hereunder as the Agent, the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article VIII XI shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the other Facility Documents. (c) Subject to the terms of this Section 11.05(c) the Administrative Agent may (with the prior written consent of the Collateral Manager, unless an Event of Default or Default shall have occurred and be continuing), upon thirty (30) days’ notice to the Collateral Manager, the Equityholder, 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(c), then the Administrative Agent during such thirty (30) day period shall appoint a successor Collateral Agent. The appointment of any successor Collateral Agent pursuant to this Section 11.05(c) shall be subject to the prior written consent of the Borrower (provided that no Event of Default has occurred and is continuing) and the Required Lenders. If the Collateral Agent is removed pursuant to this Section 11.05(c), the Collateral Agent shall be removed in all other capacities in which it serves under this Agreement and under any of the other Facility Documents, but not in its capacities as Administrative Agent or Lender, if applicable. Any removal of the Collateral Agent pursuant to this Section 11.05(c) shall be effective upon the appointment of a successor Collateral Agent pursuant to this Section 11.05(c) and the acceptance of such appointment by such successor. After the effectiveness of any removal of the Collateral Agent pursuant to this Section 11.05(c), the Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents (but not in its capacities as Administrative Agent or Lender, if applicable) and the provisions of this Article XI and Section 9.05 11.05(c) shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was the Collateral Agent in respect of under this Agreement and under the Loan other Facility Documents. If no successor agent has accepted appointment as In the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint event a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇▇▇▇▇ may Agent shall not be appointed as within such thirty (30) day period, the Collateral Agent may petition a court of competent jurisdiction at the Borrower’s expense for the appointment of a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties heretoCollateral Agent.

Successor Agents. Any Each of the Administrative Agent and the Collateral Agent may resign at any time as the Administrative Agent or the Collateral Agent, as applicable upon thirty (30) days’ notice to the Lenders, Lenders and the Borrower and each other if either the Administrative Agent and if such or the Collateral Agent is has suffered a Defaulting Lender or during an Agent Default PeriodDefault, the Borrower may remove such Defaulting Lender Person from such role upon ten (10) days’ notice to the Lenders. Each of the Administrative AgentAgent and the Collateral Agent may also be removed at any time, to the extent permitted by applicable Law, by the Required Lenders upon written notice to the Borrower and each other Agentsuch Person being removed. If an the Administrative Agent or the Collateral Agent resigns under this Agreement or is removed by the BorrowerBorrower or the Required Lenders, the Required ▇▇▇▇▇▇▇ Lenders shall appoint a successor agentagent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than (unless the successor agent is not a Lender) during the existence of a Payment or Bankruptcy an Event of Default under Sections 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, such as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal by the Borrower, and the Required Lenders, in the case of a removal by the Required Lenders, may appoint, after consulting with the Lenders and the Borrower (in the case of a resignationresignation or removal by the Required Lenders), a successor agentagent from among the Lenders. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under the Loan Documents or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Agent’s resignation or removal in accordance herewith as the Agent, the provisions of this Article VIII and the provisions of Section 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent in respect of the Loan Documents. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any Agent may resign may, at any time time, resign upon thirty (30) 30 days’ written notice to the Lenders, the Borrower and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent, the Lenders and each other Agent. If an Agent resigns or is removed by the Borrowerunder a Loan Document, the Required Lenders shall appoint from among the Lenders a successor Agent, which successor Agent shall be consented to by C▇▇▇▇▇▇▇▇ shall appoint a successor agent, which successor agent shall be consented to by the Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default (which consent of the Borrower C▇▇▇▇▇▇▇▇ shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment prior to the effective date of the resignation of the resigning Agent, then the resigning Agent shall have the right, after consulting with the Lenders and C▇▇▇▇▇▇▇▇, to appoint a successor Agents; provided such successor is a Lender hereunder or a commercial bank organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $500,000,000. If no successor Agent is appointed prior to the effective date of the resignation or removal of the resigning Agent, such Agent, in the case of a resignation, and the Borrower, in the case of a removal Administrative Agent may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation)C▇▇▇▇▇▇▇▇, a successor agentAgent from among the Lenders. Upon the acceptance of its any appointment as successor agentan Agent hereunder by a successor, the Person acting as such successor agent Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as an Agent, as appropriate, under this Agreement and the other Loan Documents and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent or collateral agent, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Agent’s resignation or removal in accordance herewith as the Agent, the provisions of this Article VIII and the provisions of Section 9.05 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the an Agent in respect of the Loan Documentsunder this Agreement. If no successor agent Administrative Agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, by the date which is thirty (30) within sixty days following after the retiring Administrative Agent’s giving notice of resignation or ten (10) days following the Borrower’s notice of removalresignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all duties of the duties of such Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent as provided for above. Upon the acceptance of any appointment as an Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be 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 Security Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any The Administrative Agent or Collateral Agent may resign at any time as the Administrative Agent or Collateral Agent, as applicable, upon thirty (30) 30 days’ written notice to the Lenders, the Borrower and each other the Lenders. If the Administrative Agent and if such or Collateral Agent or a controlling Affiliate of the Administrative Agent or the Collateral Agent is a Defaulting Lender or during subject to an Agent Default PeriodAgent-Related Distress Event, the Borrower may remove such Defaulting Lender Agent from such role upon ten (10) days’ written notice to the Lenders. At any time the Administrative AgentAgent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Lenders Administrative Agent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrower and each other Agentthe Required Lenders. If an Agent resigns Upon receipt of any such notice of resignation or is removed by the Borrowerremoval, the Required ▇▇▇▇▇▇▇ Lenders shall appoint from among the Lenders a successor agentagent for the Lenders, which successor agent shall be either (i) a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1(b)(2)(ii) or (ii) a U.S. branch of a foreign financial institution described in Treasury Regulations Section 1.1141-1(b)(2)(iv)(A), and shall be consented to by the Borrower at all times other than during the existence of a Payment or Bankruptcy Specified Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal removal, as applicable, of the Administrative Agent or Collateral Agent, such as applicable, the Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), in the case of a resignationas applicable, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation)Borrower, a successor agent, who shall be either (i) a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1(b)(2)(ii) or (ii) a U.S. branch of a foreign financial institution described in Treasury Regulations Section 1.1441-1(b)(2)(iv)(A), from among the Lenders. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under the Loan Documents or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent”, ,” as applicable, shall mean means such successor administrative agent or such successor collateral agent, as applicable, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or Collateral Agent’s resignation or removal in accordance herewith hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article VIII IX and the provisions of Section 9.05 Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of the Loan Documentsor Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent, as applicable, Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) the retiring or removed Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of such the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring or removed Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring or removed Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder Documents other than as the Administrative Agent or Collateral Agent, as applicable, specifically set forth in clause (i) above of this Section 9.09 but the provisions of this Article VIII IX and Section 9.05 Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring or removed Agent, its benefit sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it any of them solely in respect of the Loan Documents or Obligations, as applicable, while it the retiring or removed Agent was acting as the Administrative Agent or Collateral Agent, as applicable. Notwithstanding anything to the contrary herein, no Disqualified ▇▇▇▇▇▇ may be appointed as a successor Administrative Agent without the consent of the Borrower. Any Person into which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any Person succeeding to all or substantially all of the corporate agency or corporate trust business of such Agent shall be the successor of such Agent hereunder and under the other Loan Documents, without the execution or filing of any paper or any further action on the part of any of the parties hereto.

Successor Agents. Any The Administrative Agent and the Collateral Agent may resign at any time as the Administrative Agent and Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders, the Borrower Lenders and each other Agent and if such Agent is a Defaulting Lender or during an Agent Default Period, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to Parent Borrower. If the Administrative Agent, Agent or the Lenders and each other Agent. If an Collateral Agent resigns or is removed by the Borrowerunder this Agreement, the Required ▇▇▇▇▇▇▇ Lenders shall appoint a successor agentsuccessor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent shall be consented to by require the consent of Parent Borrower at all times other than during the existence of a Payment or Bankruptcy an Event of Default under Section 8.01(f) or (g) (which consent of the Parent Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, such as applicable, the Administrative Agent or the Collateral Agent, in the case of a resignationas applicable, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation)Parent Borrower, a successor agentagent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agentagent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent under or the Loan Documents Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent”, ,” as applicable, shall mean such successor administrative agent or and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s ’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s resignation or removal in accordance herewith retiring Collateral Agent’s resignation, as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article VIII IX and the provisions of Section 9.05 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent in respect of or the Loan DocumentsCollateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removalresignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as an the Administrative Agent in accordance herewith or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Security DocumentsCollateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, under the Loan Documents, and the retiring Administrative Agent or and/or Collateral Agent shall shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by Parent Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between Parent Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder as and under the other Loan Documents, the provisions of this Article and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall continue in effect for its benefit agents and sub-agents in respect of any actions taken or omitted to be taken by it any of them while it the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as the Administrative Agent or and/or Collateral Agent, as applicable. Notwithstanding anything Any resignation by Bank of America as Administrative Agent pursuant to this Section shall, at its election, also constitute its resignation as L/C Issuer and as Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the contrary hereinrights, no Disqualified ▇▇▇▇▇▇ may be appointed powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights, powers, privileges and duties of the Swing Line Lender hereunder with respect to all Swing Line Loans made by it and outstanding as of the effective date of its resignation as Swing Line Lender, including the right to require the Lenders to make Base Rate Loans or fund risk participations in in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by Parent Borrower of a successor Administrative Agent without the consent of the Borrower. Any Person into L/C Issuer or Swing Line Lender hereunder (which the Agents may be merged or converted or with which they may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agents successor shall in all cases be a partyLender other than a Defaulting Lender), or any Person succeeding (a) such successor shall succeed to all or substantially and become vested with all of the corporate agency rights, powers, privileges and duties of the retiring L/C Issuer or corporate trust business of such Agent Swing Line Lender, as applicable, (b) the retiring L/C Issuer or Swing Line Lender shall be the successor discharged from all of such Agent their respective duties and obligations hereunder and or under the other Loan Documents, without and (c) the execution successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or filing make other arrangements satisfactory to Bank of any paper or any further action on America to effectively assume the part obligations of any Bank of the parties heretoAmerica with respect to such Letters of Credit.