Common use of Successor Agents Clause in Contracts

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunder, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent or the Collateral Agent may resign as Administrative Agent upon 10 60 days’ notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or the Collateral Agent, as the case may be, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or the former Collateral Agent’s, as applicable, rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or former Collateral Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 60 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. If no successor agent has accepted appointment as Collateral Agent by the date that is 60 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Administrative Agent shall assume and perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. In any event the retiring Collateral Agent shall transfer all its rights as Collateral Agent in respect of the Loan Documents and the Collateral to its successor. After any retiring Administrative Agent’s resignation as such agent hereunderAgent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Documentation Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Documentation Agent hereunder, whereupon the duties, rights, obligations and responsibilities hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Documentation Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s 's resignation as such agent hereunderAgent, the provisions of this Section Article 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent Any may resign as Administrative Agent such upon 10 30 days’ notice to the Lenders and the BorrowerLenders. If the Administrative any Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lendersshall, which successor agent shall with (unless an so long as no Event of Default under Section 8(aexists) or Section 8(f) with respect to the consent of Borrower shall have occurred and be continuing) be subject to approval by the Borrower Representative (which approval shall may not be unreasonably withheld or delayed), whereupon such appoint from among the Lenders a successor Agent for the Lenders. If no successor agent shall is appointed prior to the effective date of the resignation of an Agent, such Agent may appoint, after consulting with the Lenders and Borrower Representative, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent under this Agreement, that successor agent will succeed to all the rights, powers powers, and duties of the Administrative Agent, retiring Agent and the term “Administrative Agent” shall or “Collateral Agent,” as applicable, will mean such that successor agent effective upon such appointment and approvalagent, and the former Administrative retiring Agent’s rightsappointment, powers and duties as Administrative Agent shall will be terminated, without . After any other or further act or deed on the part of such former Administrative Agent or any of the parties to retiring Agent’s resignation under this Agreement as an Agent, the provisions of this Section 14.10 and Sections 15.5 and 15.17 will inure to its benefit as to any actions taken or any holders of the Loansomitted to be taken by it while it was an Agent under this Agreement. If no successor agent has accepted appointment as Administrative Agent successor agent by the date that which is 10 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall will nevertheless thereupon become effective, effective and the Required Lenders shall assume and perform all of the duties of the Administrative retiring Agent hereunder under this Agreement until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunder, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Arranger, the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s 's resignation as such agent hereunderAgent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 20 days’ prior written notice to the Lenders and the BorrowerBorrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Credit Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, Administrative Agent which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval approved by the Borrower Company (which approval shall not be unreasonably withheld or delayed), whereupon such ) so long as no Default or Event of Default is continuing. If no successor agent has accepted appointment as the Administrative Agent by the date which is twenty (20) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor (or upon the Lenders assuming such role as provided above) and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Security Documents, and such other instruments or notices, as may be necessary or desirable, as the Required Lenders may request, in order to (1) continue the perfection of the Liens granted or purported to be granted by the Security Documents or (2) otherwise ensure that the requirements set forth in Section 9.11 are satisfied, the Administrative Agent shall thereupon succeed to the rights, powers and duties of the Administrative Agent, Agent and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunderAdministrative Agent, the provisions of this Section 9 12 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Administrative Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Credit Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as the Administrative Agent upon 10 ten (10) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as is subject to an Agent-Related Distress Event, the Required Lenders may remove the Administrative Agent upon ten (10) days’ notice. Upon the resignation or removal of the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower (unless which consent of the Borrower shall not be unreasonably withheld or delayed if such successor is a commercial bank with a combined capital and surplus of at least $1,000,000,000 that can act as a withholding agent for U.S. federal income Tax purposes, and otherwise may be withheld at the Borrower’s sole discretion) at all times other than during the existence of an Event of Default under Section 8(a8.01(a) or Section 8(f) with respect (f). If no successor agent is appointed by the Required Lenders prior to the Borrower shall have occurred and be continuing) be subject to approval by effective date of the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Lenders and the term “Administrative Agent” shall mean such Borrower, a successor agent effective upon such appointment and approvalfrom among the Lenders; provided, and the former Administrative Agent’s rightshowever, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If that if no successor agent has accepted appointment as the Administrative Agent by the date that which is 10 ten (10) days following a the retiring Administrative Agent’s notice of resignationresignation or the receipt by the Administrative Agent of the notice of removal referred to above, as applicable, the retiring Administrative Agent’s resignation or removal, as the case may be, shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent,” shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After any the retiring Administrative Agent’s resignation or removal hereunder as such agent hereunderthe Administrative Agent, the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent the Administrative Agent under this Agreement Agreement. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the other retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and (ii) after such successor. After the retiring Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX shall continue in effect for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) its benefit in respect of any actions taken in connection with transferring or omitted to be taken by it while it was acting as the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as the Administrative Agent and Collateral Agent upon 10 30 days’ notice to the Lenders and the Maltese Borrower. If the Administrative Agent shall resign as 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 Maltese Borrower and the Required Lenders. If an Agent resigns or is removed under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which appointment of a successor agent shall (unless require the consent of the Maltese Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), 8.01(f) or Section 8(f8.01(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Maltese Borrower shall not be unreasonably withheld or delayed). If, whereupon at the time that the Administrative Agent’s resignation is effective, it is acting as an L/C Issuer or the Swing Line Lender, such resignation shall also operate to effectuate its resignation as L/C Issuer or the Swing Line Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, or to make Swing Line Loans. If no successor agent is appointed prior to the effective date of the resignation (but not removal) of any Agent, such Agent may appoint, after consulting with the Lenders and the Maltese Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the Administrative Agent, retiring Agent and the term “Administrative Agent” shall mean such successor administrative agent effective upon (and the term “Collateral Agent” shall mean such appointment and approvalsuccessor collateral agent, security trustee and/or supplemental agent, as described in Section 9.01(c)), and the former Administrative retiring or removed Agent’s rightsappointment, powers and duties as the Administrative Agent and/or Collateral Agent, as the case may be, shall be terminated, without any other . After the retiring or further act or deed on removed Agent’s resignation hereunder as the part of such former Administrative Agent and/or Collateral Agent, as the case may be, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or any of omitted to be taken by it while it was the parties to Administrative Agent and/or Collateral Agent, as the case may be, under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as Administrative the applicable Agent by the date that which is 10 30 days following a the retiring Administrative (but not removed) Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Upon the acceptance of any retiring Administrative Agent’s resignation appointment as an Agent hereunder by a successor and upon the execution and filing or recording of such agent hereunderfinancing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the provisions of this Section 9 shall inure Required Lenders may reasonably request, in order to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any continue the perfection of the Lenders and Liens granted or purported to be granted by the Collateral Documents or (b) in respect otherwise ensure that the Collateral and Guarantee Requirement is satisfied, such Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of any actions taken in connection with transferring the agency to any successor Administrative retiring Agent, and the retiring or removed Agent shall be discharged from its duties and obligations under the Loan Documents.

Successor Agents. The Administrative Agent may resign as Administrative Agent, the Documentation Agent may resign as Documentation Agent and the Collateral Agent may resign as Collateral Agent each upon 10 giving ninety (90) days’ ' notice to the Lenders and the Borrower. If any such notice shall be given, the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor administrative agent, documentation agent or collateral agent, as appropriate, for the Lenders, during such ninety (90)-day period, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect be reasonably satisfactory to the Borrower Borrower, to serve as such agent hereunder and under the several documents, the forms of which are attached hereto as exhibits, or which are referred to herein. If at the end of such ninety (90)-day period the Lenders have not appointed such a successor, the resigning Agent shall have occurred procure a successor reasonably satisfactory to the Lenders and be continuing) be subject the Borrower, to approval by serve in place of the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon resigning Agent as an agent for the Lenders hereunder and under the other Loan Documents. Any such successor agent shall succeed to the rights, powers and duties of the Administrative resigning Agent, and . Upon the term “Administrative Agent” shall mean appointment of such successor agent effective or upon the expiration of such appointment and approvalninety (90)-day period (or any longer period to which the resigning Agent has agreed), and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent, Documentation Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Administrative resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveAgreement. After any retiring Administrative resigning Agent’s 's resignation hereunder as such agent hereunderan Agent, the provisions of this Section Article 9 shall inure to its the benefit of such retiring Agent as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentAgreement.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable, upon 10 thirty (30) days’ notice to the Lenders and the BorrowerBorrower and if any Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative any Agent shall resign as Administrative Agent resigns under this Agreement and or is removed by the other Loan DocumentsBorrower, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall subject to the consent of the Borrower (unless such consent not to be unreasonably withheld, conditioned or delayed) at all times other than after the occurrence and during the existence of an Event of Default under Section 8(aclause (f) or (g) of Section 8(f) with respect 8.01, shall appoint a successor Agent. If no successor agent is appointed prior to the Borrower shall have occurred effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent, in the case of a resignation and be continuing) be subject to approval by in consultation with the Borrower (which approval shall not be unreasonably withheld or delayed)Borrower, whereupon and the Borrower, in the case of a removal and in consultation with the Required Lenders, may appoint a successor Agent. Upon the acceptance of its appointment as successor Agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Agent (other than any rights to reimbursement or indemnification that have accrued to the retiring Agent as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent, as applicable, under this Agreement) and the term “Administrative Agent” or “Collateral Agent” shall mean such successor agent effective upon such appointment and approvalagent, and the former Administrative retiring Agent’s rightsappointment, powers and duties as the 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 any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, After the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and or the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Collateral Agent’s resignation as such agent or removal hereunder, the provisions of this Section 9 Article IX and the provisions of Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent the Administrative Agent or Collateral Agent, as applicable, under this Agreement and Agreement. If no successor agent has accepted appointment as the other Loan Documents and Administrative Agent or the Collateral Agent, as applicable, by the date which is thirty (ii30) after such days following the retiring Agent’s notice of resignation or removal ten (10) days following the Borrower’s notice of removal, as applicable, the retiring Agent’s resignation shall nevertheless thereupon become effective and all payments, communications and determinations provided to be made by, to or through the Administrative Agent or Collateral Agent, as applicable, shall instead be made by, to or through the Required Lenders until such time, if any, as the Required Lenders or the Borrower, as applicable, appoint a successor agent as provided for above. Upon the acceptance of any appointment as long an 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 it continues may be necessary or desirable, or as the Required Lenders or the Borrower may request, in order to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any continue the perfection of the Lenders and Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the successor 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, other than any rights to reimbursement or indemnification that have accrued to the retiring Agent as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent, as applicable, under this Agreement, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Agent’s, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken in connection with transferring or omitted to be taken by it while it was acting as the agency to any successor Administrative Agent or the Collateral Agent, as applicable.

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansLoans or Letters of Credit. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Either of the Syndication Agents or the Documentation Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as an Agent hereunder, whereupon the duties, rights, obligations and responsibilities of such Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Arranger, such Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s 's resignation as such agent hereunderAgent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. (a) The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent shall resign as or Collateral Agent or a controlling Affiliate of the Administrative Agent under this Agreement or the Collateral Agent is subject to an Agent-Related Distress Event, the Required Lenders or the Borrower may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. In addition, as long as Blackstone Credit Entities constitute the Required Lenders, the Required Lenders may remove the Administrative Agent at any time, with or without cause and without the other Loan Documentsconsent of the Borrower (provided, then 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 agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by is appointed prior to the effective date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties resignation or removal, as applicable, of the Administrative Agent hereunder until such time, if anyor Collateral Agent, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunderapplicable, the provisions 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 this Section 9 it being a Disqualified Institution), as applicable, may (but shall inure to its benefit as to any actions taken or omitted to not be taken by it (irequired to) while it was an agent under this Agreement and the other Loan Documents and (ii) appoint, after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of consulting with the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.Borrower, a successor

Successor Agents. The Administrative Agent may and the Collateral Agent may, and at the request of the Requisite Lenders shall, resign as Administrative Agent or Collateral Agent upon 10 days’ reasonable notice to the Lenders and the BorrowerBorrower effective upon acceptance of appointment by a successor Administrative Agent or Collateral Agent. If the Administrative Agent or Collateral Agent shall resign as Administrative Agent or Collateral Agent under this Agreement and Agreement, the other Loan Documents, then the Required Requisite Lenders shall appoint from among the Lenders a successor agent Administrative Agent or Collateral Agent for the Lenders, which successor agent Administrative Agent or Collateral Agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval approved by the Borrower (which and such approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent or Collateral Agent is appointed prior to the effective date of the resignation of the Administrative Agent or Collateral Agent, whereupon the Administrative Agent or Collateral Agent may appoint, after consulting with the Lenders and Borrower, a successor Administrative Agent or Collateral Agent from among the Lenders. Upon the acceptance of its appointment as successor Administrative Agent or Collateral Agent hereunder, such successor agent Administrative Agent or Collateral Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent or Collateral Agent and the term “Administrative Agent” or “Collateral Agent” shall mean such successor agent effective upon such appointment and approval, Administrative Agent or Collateral Agent and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as Administrative Agent or Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as such agent hereunderAdministrative Agent or Collateral Agent, the provisions of this Section 9 Article 10, and Sections 11.3, 11.11 and 11.22, shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Administrative Agent or Collateral Agent under this Agreement and Agreement. Notwithstanding the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documentsforegoing, including if (a) holding the Administrative Agent or Collateral Agent has not been paid its agency fees under Section 3.4 or has not been reimbursed for any collateral security on behalf expense reimbursable to it under Section 11.3, in either case for a period of any of the Lenders at least one (1) year and (b) in respect of any actions taken in connection with transferring the agency to any 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 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 perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent or Collateral Agent as provided for above.

Successor Agents. (a) The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Borrowers and the BorrowerLenders (or immediately upon the termination of all of the Revolving Credit Commitments held by Ally and its Affiliates in connection with a loan modification pursuant to the terms of Section 10.01). If the Administrative Agent shall resign as or Collateral Agent or a controlling Affiliate of the Administrative Agent under this Agreement and or the other Loan DocumentsCollateral Agent is subject to an Agent-Related Distress Event, then the Borrowers may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrowers at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Borrowers shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, whereupon as applicable, of the Administrative Agent or Collateral Agent, 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), as applicable, may appoint, after consulting with the Lenders and the Borrowers, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effectiveeffective 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 assume and perform all of the duties of 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. After Upon the acceptance of any appointment as the Administrative Agent 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 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 the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring 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 such agent hereunderapplicable, 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 Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any actions taken in connection with transferring time the agency Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to any successor clause (d) of the definition thereof, the Administrative Agent.Agent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrowers and the Required Lenders. 221

Successor Agents. The Administrative Any Agent may may, at any time, resign as Administrative Agent upon 10 30 days’ ' written notice to the Lenders and the BorrowerLenders. If the Administrative an Agent shall resign as Administrative Agent resigns under this Agreement and the other a Loan DocumentsDocument, then the Required Lenders shall appoint from among the Lenders a successor agent for the LendersAgent, which successor agent Agent shall (unless be consented to by Xxxxxxxxx at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of Xxxxxxxxx shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders, whereupon 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 Xxxxxxxxx, to appoint a successor Agents; provided such successor agent 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 of the resigning Agent, the Administrative Agent may appoint, after consulting with the Lenders and Xxxxxxxxx, a successor Agent from among the Lenders. Upon the acceptance of any appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative retiring Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative retiring Agent shall be terminateddischarged from its duties and obligations as an Agent, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to as appropriate, under this Agreement and the other Loan Documents and the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or any holders of the Loansomitted to be taken by it while it was an Agent under this Agreement. If no successor agent Administrative Agent has accepted appointment as Administrative Agent by within sixty days after the date that is 10 days following a retiring Administrative Agent’s 's giving notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunder, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as ---------------- Administrative Agent upon 10 30 days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s 's resignation as such agent hereunderAgent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The (i)The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent shall resign as or Collateral Agent or a controlling Affiliate of the Administrative 241 Agent under this Agreement and or the other Loan DocumentsCollateral Agent is subject to an Agent-Related Distress Event, then the Borrower may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, whereupon as applicable, of the Administrative Agent or Collateral Agent, 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), as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effectiveeffective 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 assume and perform all of the duties of 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. After Upon the acceptance of any appointment as the Administrative Agent 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 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 the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring 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 such agent hereunderapplicable, 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 Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons 242 in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any actions taken in connection with transferring time the agency Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to any successor clause (d) of the definition thereof, the Administrative AgentAgent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the Required Lenders.

Successor Agents. The Administrative Either Agent may resign as Administrative Agent or Collateral Agent, the context requires, upon 10 30 days’ notice to the Lenders and the BorrowerLenders. If the Administrative an Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall, with (so long as no Event of Default exists) the consent of the Co-Borrowers (which shall not be unreasonably withheld or delayed), appoint from among the Lenders a successor agent for the Lenders, which . If no successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect is appointed prior to the Borrower shall have occurred effective date of the resignation of an Agent, the Administrative Agent may appoint, after consulting with the Lenders and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)Co-Borrowers, whereupon a successor agent from among the Lenders. Upon the acceptance of its appointment as successor Agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the Administrative Agent, retiring Agent and the term “Administrative Agent” or “Collateral Agent”, as the context requires, shall mean such successor agent effective upon such appointment and approvalagent, and the former Administrative retiring Agent’s rightsappointment, powers and duties as Administrative Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, without the provisions of this Section 14 and Sections 15.7 and 15.19 shall inure to its benefit as to any other actions taken or further act or deed on the part of such former Administrative omitted to be taken by it while it was Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as Administrative Agent by the date that which is 10 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunder, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The (d) Subject to the appointment of a successor as set forth herein, (i) upon ten (10) days’ prior written notice to the Administrative Agent, the Administrative Agent may be removed by the Required Lenders or the Borrower if the Administrative Agent is a Defaulting Lender and (ii) following the Funding Date, the Administrative Agent may resign as the Administrative Agent upon 10 thirty (30) days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent resigns or is removed under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower (unless which consent of the Borrower shall not be unreasonably withheld or delayed if such successor is a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of $5,000,000,000) at all times other than if an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed8.01(a), whereupon (f), or (g) is continuing. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent,” shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, without the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such former Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has been appointed and accepted such appointment as the Administrative Agent by the date that which is 10 sixty (60) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and . Upon the Lenders shall assume and perform all acceptance of the duties of any appointment as the Administrative Agent hereunder until by a successor and upon the execution and filing or recording of such timefinancing statements, if anyor amendments thereto, and such amendments or supplements to any Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders appoint may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor or upon the expiration of the sixty-day period following the retiring Administrative Agent’s notice of resignation without a successor agent as provided for abovehaving been appointed, the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s resignation hereunder as such agent hereunderthe Administrative Agent, the provisions 149 Syniverse Magellan Finance Credit Agreement 23837750v1 of this Section 9 Article IX shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and acting as the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a10(g), (h) or Section 8(f(i) with respect to Parent, Holdings or the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Either Co-Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Co-Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of such Co-Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by such Co-Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s resignation as such agent hereunderAgent, the provisions of this Section 9 11 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as the Administrative Agent upon 10 thirty days’ written notice to the Lenders and the BorrowerBorrower (provided that no such notice to the Borrower shall be required if an Event of Default under Section 8.01(f) or (g) shall have occurred and be continuing). If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld withheld, conditioned or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approvaladministrative agent, and the former retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, without the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such former Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has been appointed and accepted such appointment as the Administrative Agent by the date that which is 10 thirty days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Required Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the entering Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s notice of resignation without a successor agent having been appointed, the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If the Administrative Agent becomes a Defaulting Lender, the Administrative Agent may be removed as the Administrative Agent hereunder by the Borrower or the Required Lenders. Any resignation by Royal Bank as Administrative Agent pursuant to this Section 9.09 shall also constitute its resignation as such an L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder or upon the expiration of the 30-day period following the retiring Administrative Agent’s notice of resignation without a successor agent hereunderhaving been appointed, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent such successor (if any) shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (ii) the retiring L/C Issuer shall be discharged from all of its respective duties and obligations hereunder or under this Agreement and the other Loan Documents and (iiiii) after the successor L/C Issuer (if any) shall issue letters of credit in substitution for the Letters of Credit issued by the resigning L/C Issuer, if any, outstanding at the time of such resignation succession or removal for as long as it continues make (or the Borrower shall enter into) other arrangements satisfactory to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any retiring L/C Issuer to effectively assume the obligations of the Lenders and (b) in retiring L/C Issuer with respect to such Letters of any actions taken in connection with transferring the agency to any successor Administrative AgentCredit.

Successor Agents. The Administrative Agent may resign as the Administrative Agent upon 10 ten (10) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as is subject to an Agent-Related Distress Event, the Required Lenders may remove the Administrative Agent upon ten (10) days’ notice. Upon the resignation or removal of the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower (unless which consent of the Borrower shall not be unreasonably withheld or delayed if such successor is a commercial bank with a combined capital and surplus of at least $1,000,000,000, and otherwise may be withheld at the Borrower’s sole discretion) at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f) or Section 8(f) with respect (g). If no successor agent is appointed prior to the Borrower shall have occurred effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)Borrower, whereupon a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent,” shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation or removal hereunder as the Administrative Agent, without the provisions of this Article IX 000 XXXXXXX 0000000 (2K) and Sections 10.04 and 10.05 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such former Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent by the date that which is 10 ten (10) days following a the retiring Administrative Agent’s notice of resignationresignation or the receipt by the Administrative Agent of the notice of removal referred to above, as applicable, the retiring Administrative Agent’s resignation or removal, as the case may be, shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent’s resignation or removal hereunder as such agent hereunderthe Administrative Agent, the provisions of this Section 9 Article IX shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and acting as the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. (a) The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Borrowers and the BorrowerLenders. If the Administrative Agent shall resign as or a Controlling Affiliate of the Administrative Agent under this Agreement and is subject to an Agent-Related Distress Event, the other Loan DocumentsBorrowers may remove the Administrative Agent from such role upon ten (10) days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrowers at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Borrowers shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or Collateral Agent, whereupon as applicable, the Administrative Agent or Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrowers, a successor agent from among the Lenders, which shall not be incorporated or acting through an office situated in a Non-Cooperative Jurisdiction. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s removal or notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effectiveeffective 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 or 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 assume and perform all of the duties of 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. After Upon the acceptance of any appointment as the Administrative Agent 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 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 the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s removal or notice of resignation without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as such agent hereunderapplicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents but the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any actions taken in connection with transferring time the agency Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to any successor clause (d) of the definition thereof, the Administrative AgentAgent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrowers and the Required Lenders.

Successor Agents. The Administrative Agent may resign as the Administrative Agent and Collateral Agent upon 10 thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders Xxxxxxx shall appoint from among the Lenders a successor agent for the Lenders, which appointment of a successor agent shall (unless require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and Collateral Agent and the term “Administrative Agent” shall mean such successor administrative agent effective upon and/or supplemental administrative agent, as the case may be (and the term “Collateral Agent” shall mean such appointment and approvalsuccessor collateral agent and/or supplemental agent, as described in Section 9.01(b)), and the former retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent and Collateral Agent shall be terminated, without any other or further act or deed on . After the part of such former retiring Administrative Agent’s resignation hereunder as the Administrative Agent and Collateral Agent, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or any of omitted to be taken by it while it was the parties to Administrative Agent and Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent and Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After above (except that in the case of any retiring Administrative Agent’s resignation as such agent hereunder, collateral security held by the provisions Collateral Agent on behalf of this Section 9 shall inure to its benefit as to the Lenders under any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and of the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including 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 the Administrative Agent 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 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) holding any collateral security on behalf of any continue the perfection of the Lenders and Liens granted or purported to be granted by the Collateral Documents or (b) in respect otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of any actions taken in connection with transferring the agency retiring Administrative Agent and Collateral Agent, and the retiring Administrative Agent and Collateral Agent shall, to any successor Administrative Agentthe extent not previously discharged, be discharged from its duties and obligations under the Loan Documents.

Successor Agents. The Administrative Agent may resign as the Administrative Agent upon 10 30 days’ notice to the Lenders and the BorrowerCompany. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from 131 among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Company at all times other than during the existence of an Event of Default under Section 8(a8.01(f) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Company shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent,” shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, without the provisions of this Article 9 and Sections 11.04 and 11.05 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such former Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above; provided that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders or an L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such Collateral until such time as a successor Administrative Agent is appointed. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s resignation hereunder as such agent hereunderthe Administrative Agent, the provisions of this Section Article 9 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and acting as the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a8(g), (h) or Section 8(f(i) with respect to Parent, Holdings or the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of such Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by such Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s resignation as such agent hereunderAgent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. (a) The Administrative Agent may resign as at any time give notice of its resignation to the Lenders, the Issuers and the Borrower. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank (other than a Defaulting Lender) with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent upon 10 days’ gives notice to of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Borrower. If Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall resign notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuer directly, until such time as the Requisite Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent under this Agreement and the other Loan Documentshereunder, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring (or retired) Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any discharged from all of its duties and obligations hereunder or under the other or further act or deed on Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the part of such former Borrower to a successor Administrative Agent or any of shall be the parties same as those payable to this Agreement or any holders of its predecessor unless otherwise agreed between the LoansBorrower and such successor. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, After the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, hereunder and under the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunderother Loan Documents, the provisions of this Section 9 Article X and Sections 11.3 and 11.4 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of them while the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor retiring Administrative Agent was acting as Administrative Agent.

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 30 days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansLoans or issuers of Letters of Credit. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by any Arranger, any Agent or any Lender. After any retiring Administrative Agent’s 's resignation as such agent hereunderAgent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon 10 thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative or the Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among a successor, which shall be a bank with an office in the Lenders United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent for shall require the Lenders, which successor agent shall (unless consent of the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(f) or Section 8(f(g) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, whereupon as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent 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 agent xxxxxxxxx, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former 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 rightsor retiring Collateral Agent’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 or retiring Collateral Agent’s resignation, without any other or further act or deed on as applicable, hereunder as the part of such former Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders Xxxxxxx 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 the Administrative Agent 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 Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent 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 any the retiring Administrative Agent’s or retiring Collateral Agent’s resignation as such agent hereunderhereunder and under the other Loan Documents, the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its benefit as to agents and sub-agents in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of them while the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor retiring Administrative Agent or retiring Collateral Agent., as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable. 163

Successor Agents. The Each Administrative Agent may resign as the applicable Administrative Agent or, if applicable, as Collateral Agent in respect of this Agreement or one or more Facilities hereunder upon 10 ten (10) days’ notice to the Lenders Company and the BorrowerLenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Lenders in respect of such Facilities). If the any Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then 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 agent for the Lenders, which appointment of a successor agent shall (unless require the consent of the Company at all times other than during the existence of an Event of Default under Section 8(a8.01(f) or Section 8(f(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Company shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the resigning Administrative Agent, whereupon the resigning Administrative Agent may, but shall have no obligation to do so, appoint, after consulting with the Company and the 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),, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent (and Collateral Agent, if applicable) and the term “Term Loan Administrative Agent” or “Revolving Facility Administrative Agent”, as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be (and, if applicable, the term “Collateral Agent” shall mean such successor collateral agent effective upon such appointment and approvaland/or supplemental agent, as described in Section 9.01(c)), and the former retiring Administrative Agent’s rightsappointment, powers and duties as the applicable Administrative Agent and, if applicable, Collateral Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the applicable Administrative Agent and, without if applicable, Collateral Agent, the provisions of Article III, this Article IX and Section 10.04 and Section 10.05, together with any other indemnification, expense reimbursement or further act similar provision contained in any other Loan Document, shall inure to its benefit as to any actions taken or deed on the part of omitted to be taken by it while it was such former Administrative Agent or any of the parties to Collateral Agent, as applicable, under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the applicable Administrative Agent and, if applicable, Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation as the applicable Administrative Agent and, if applicable, Collateral Agent shall nevertheless thereupon become effective, the applicable retiring Agents shall be discharged from their duties and obligations under the Loan Documents, 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 assume and perform all of the duties of the applicable Administrative Agent and, if applicable, Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveabove (except, if applicable, 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). After Upon the acceptance of any appointment as the applicable Administrative Agent and, if applicable, 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 Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent and, if applicable, Collateral Agent, and the retiring Administrative Agent and, if applicable, Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. 199 Any corporation or association into which any Administrative Agent or the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which any Administrative Agent or the Collateral Agent is a party, will be and become the applicable successor Administrative Agent and/or, if successor Collateral Agent, as applicable, under this Agreement and will have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act. In addition, the Required Lenders may at any time cause an Agent to resign as an Agent (provided that the Required Revolving Credit Lenders shall be required to cause the Revolving Facility Administrative Agent to resign) and, upon payment of all amounts due and owing such Agent under this Agreement or any other Loan Document, the retiring Administrative Agent’s resignation as such agent hereunderthe applicable Administrative Agent and, if applicable, Collateral Agent shall thereupon become effective, the provisions of this Section 9 retiring Agents shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement discharged from their duties and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or obligations under the other Loan Documents, including and the Lenders shall perform all of the duties of such Administrative Agent and, if applicable, Collateral Agent hereunder until such time, if any, as the Required Lenders (aor the Required Revolving Credit Lenders in the case of the Revolving Facility Administrative Agent) holding appoint a successor agent as provided for above (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 Lenders and (b) in respect of any actions taken in connection with transferring Loan Documents, the agency retiring Collateral Agent shall continue to any hold such collateral security until such time as a successor Administrative AgentCollateral Agent is appointed).

Successor Agents. (a) The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative or Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders Xxxxxxx shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrowers at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Borrowers shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or Collateral Agent, whereupon as applicable, the Administrative Agent or Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrowers, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act or deed on Collateral Agent’s resignation hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the 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 effectiveeffective 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 assume and perform all of the duties of 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. After Upon the acceptance of any appointment as the Administrative Agent 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 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 the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as such agent hereunderapplicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents but the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and any of them solely in respect of the other Loan Documents and or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (iid) after such resignation of the definition thereof, the Administrative Agent or removal for Collateral Agent may be removed as long as it continues to act in any capacity the Administrative Agent or Collateral Agent hereunder or under at the other Loan Documents, including request of the Parent Borrower (a) holding any collateral security on behalf of any of the Lenders Borrowers) and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentRequired Lenders.

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 daysthirty (30) Business Days’ notice to the Lenders Financing Parties and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Financing Documents, then the Required Lenders Financing Parties shall appoint from among the Lenders a successor agent for the LendersFinancing Parties, which successor agent shall (unless an Event of Default under Section 8(a) 8.1 or Section 8(f) 8.5 with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days thirty (30) Business Days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders Financing Parties shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders Financing Parties appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunderAdministrative Agent, the provisions of this Article 9 and of Section 9 10.5 shall continue to inure to its benefit benefit. The Collateral Agent may resign as Collateral Agent upon 30 days’ notice to any actions taken or omitted to be taken by it (i) while it was an agent the Administrative Agent, the Financing Parties and the Borrower. If the Collateral Agent shall resign as Collateral Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Financing Documents, including then the Required Financing Parties shall appoint from among the Lenders a successor agent for the Financing Parties, which successor agent shall (aunless an Event of Default under Section 8.1 or 8.5 with respect to the Borrower shall have occurred and be continuing) holding be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Collateral Agent, and the term “Collateral Agent” shall mean such successor agent effective upon such appointment and approval, and the former Collateral Agent’s rights, powers and duties as Collateral Agent shall be terminated, without any collateral security other or further act or deed on behalf the part of such former Collateral Agent or any of the Lenders parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Collateral Agent by the date that is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective, and (b) in respect the Financing Parties shall assume and perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Financing Parties appoint a successor agent as provided for above. After any actions taken in connection with transferring retiring Collateral Agent’s resignation as Collateral Agent, the agency provisions of this Article 9 and of Section 10.5 shall continue to any successor Administrative Agentinure to its benefit.

Successor Agents. (a) The Administrative Agent may resign as Administrative Agent upon 10 ten days’ notice to the Lenders, the Issuing Lenders and the Borrower. If the Administrative Agent shall resign Person serving as Administrative Agent under this Agreement and Collateral Agent is a Defaulting Lender or an Affiliate of a Defaulting Lender, either the other Loan DocumentsRequired Lenders or the Borrower may, then upon ten days’ notice, remove the Administrative Agent and Collateral Agent. Upon receipt of any such notice of resignation or delivery of any such notice of removal, the Required Lenders shall appoint from among the Lenders a successor agent for Administrative Agent and Collateral Agent (which shall be a commercial bank or trust company with offices in the Lenders, which successor agent shall (unless U.S. having combined capital and surplus in excess of $1,000,000,000) with the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.1(a) or Section 8(f8.1(f) (with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (Borrower), which approval consent shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no such successor agent has accepted appointment as Administrative Agent shall have been so appointed by the date that is 10 Required Lenders and shall have accepted such appointment within thirty days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties or removal of the Administrative Agent and Collateral Agent, then (a) in the case of any resignation, the resigning Administrative Agent and Collateral Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent and Collateral Agent meeting the qualifications set forth above (including, for the avoidance of doubt, the consent of the Borrower to the extent required above) or (b) in the case of a removal, the Borrower may, after consulting with the Required Lenders, appoint a successor Administrative Agent and Collateral Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation or removal shall become effective in accordance with such notice on such effective date, where (i) the retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders or the Issuing Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent and Collateral Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent or Collateral Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent or Collateral Agent shall instead be made by or to each Lender and Issuing Lender directly (and each Lender and each Issuing Lender will cooperate with the Borrower to enable the Borrower to take such actions), until such time, if any, as the Required Lenders or the Borrower, as applicable, appoint a successor agent Administrative Agent and Collateral Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent and Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, and the retiring or removed Administrative Agent and Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (other than its obligations under Section 10.14 hereof). The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed among the Borrower and such successor. After any retiring an Administrative Agent’s and Collateral Agent’s resignation as such agent hereunderor removal hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 shall inure to continue in effect for the benefit of such retiring or removed Administrative Agent and Collateral Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of them while the Lenders retiring or removed Administrative Agent and Collateral 152 Agent was acting as Administrative Agent and Collateral Agent. Notwithstanding anything to the contrary herein, no Disqualified Institution (bnor any Affiliate thereof) in respect of any actions taken in connection with transferring the agency to any may be appointed as a successor Administrative Agent or Collateral Agent.

Successor Agents. (a) The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to Borrower and the Lenders 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 incoming Agent and 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 shall resign as or Collateral Agent or a controlling Affiliate of the Administrative Agent under this Agreement and or the other Loan DocumentsCollateral Agent is subject to an Agent-Related Distress Event, then the Borrower may remove such Agent from such role upon ten days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be subject to the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, whereupon as applicable, of the Administrative Agent or Collateral Agent, 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), as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effectiveeffective 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 assume and perform all of the duties of 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. After Upon the acceptance of any appointment as the Administrative Agent 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 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 the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring 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 such agent hereunderapplicable, 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 Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any actions taken in connection with transferring time the agency Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to any successor clause (d) of the definition thereof, the Administrative AgentAgent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the Required Lenders.

Successor Agents. The Administrative Agent may (i) resign as the Administrative Agent upon 10 thirty (30) days’ notice to the Lenders and the BorrowerBorrower and (ii) be removed by a vote of the Required Lenders upon five (5) days’ notice to the Borrower and the Administrative Agent. If the Administrative Agent shall resign as Administrative Agent resigns or is removed under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which appointment of a successor agent shall (unless Administrative Agent has been removed by the Required Lenders and the successor agent is a Lender) require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8(a9.01(a) or Section 8(f(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and, if no Event of Default under Section 9.01(a), (f) or (g) or Section 9.01(b) (solely in respect of a Default under Section 7.13 which has not been cured by the making of a Specified Equity Contribution within the time period permitted for the making of such contributions) has occurred and is continuing, the Borrower, a successor agent from among the Lenders. If no successor agent is appointed prior to the effective date of the removal of the Administrative Agent by the Required Lenders, the Required Lenders may appoint a successor agent with the consent of the Borrower (not to be unreasonably withheld or delayed); provided, however, that the consent of the Borrower shall not be required if the successor agent is a Lender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring or removed Administrative Agent, Agent and the term “Administrative Agent” ”, shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former retiring or removed Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated, without any other . After the retiring or further act or deed on the part of such former removed Administrative Agent resigns or is removed hereunder as the Administrative Agent, the provisions of this Article X and Section 12.04 and Section 12.05 shall inure to its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent by the date that which is 10 (i) thirty (30) days following a the retiring Administrative Agent’s notice of resignationresignation or (ii) five (5) days following the Administrative Agent’s removal by the Required Lenders, the retiring or removed Administrative Agent’s resignation or removal shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring 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’s resignation . Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and such agent hereunderother instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to ensure that the Guarantee Requirement is satisfied, the provisions Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of this Section 9 shall inure to its benefit as to any actions taken the retiring or omitted to be taken by it (i) while it was an agent under this Agreement removed Administrative Agent, and the other Loan Documents retiring or removed Administrative Agent shall be discharged from its duties and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or obligations under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable, upon 10 thirty (30) days’ notice to the Lenders, the Borrower and each other Agent and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, 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 the Borrowereach other Agent. If the Administrative Agent shall resign as Administrative or the Collateral Agent under this Agreement and resigns or is removed by the other Loan DocumentsBorrower, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lendersagent, which successor agent shall (unless an Event a) in the case of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred Administrative Agent, be selected from among the Lenders and be continuing(b) be subject consented to approval by the Borrower at all times other than during the existence of a Payment or Bankruptcy Default (which approval 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, whereupon 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 agent 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, Agent or retiring Collateral Agent under the Loan Documents and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunder, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.“

Successor Agents. The Each of the Administrative Agent and Collateral Agent may resign as Administrative Agent upon 10 days’ at any time give notice of its resignation to the Lenders Lenders, the Letter of Credit Issuer and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsUpon receipt of any such notice of resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for the Lendersright, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect subject to the Borrower shall have occurred and be continuing) be subject to approval by consent of the Borrower (which approval shall not to be unreasonably withheld or delayed)) so long as no Default under Section 11.1 or 11.5 is continuing, whereupon to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor agent shall succeed to have been so appointed by the rightsRequired Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, powers and duties then the retiring Agent may on behalf of the Administrative Agent, Lenders and the term “Administrative Agent” shall mean such Letter of Credit Issuer, appoint a successor agent effective upon such appointment Agent meeting the qualifications set forth above. In addition and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed obligation on the part of such former Administrative the retiring Agent or any to appoint, on behalf of the parties to this Agreement or any holders of Lenders, a successor Agent, the Loans. If retiring Agent may notify the Borrower and the Lenders that no successor agent qualifying Person has accepted appointment as Administrative successor Agent by and the effective date that is 10 days following a of such retiring Administrative Agent’s resignation. Upon the resignation effective date established in such notice and regardless of resignationwhether a successor Agent has been appointed and accepted such appointment, the retiring Administrative Agent’s resignation shall nevertheless thereupon nonetheless become effective, effective and (i) the Lenders retiring Agent shall assume be discharged from its duties and perform all of the duties of the Administrative obligations as Agent hereunder and under the other Credit Documents and (ii) any payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time, if any, time as the Required Lenders appoint a successor agent Agent as provided for aboveabove in this paragraph. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the (i) transfer by the retiring (or retired) Agent to the successor Agent of all sums, Stock, Stock Equivalents and other items of Collateral held under the Security Documents (as applicable), together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent hereunder and under the other Credit Documents, and (ii) 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, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). The fees payable by the Borrower (following the effectiveness of such appointment) to such successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Section 12 (including 12.7) and Section 13.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. After any retiring Administrative Agent’s resignation hereunder as such agent hereunderthe Administrative Agent, the provisions of this Section 9 12.9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under the Administrative Agent hereunder. Any successor to the Administrative Agent appointed pursuant to this -150- Section 12.9 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. After any retiring Collateral Agent’s resignation hereunder as the Collateral Agent, the provisions of this Agreement and the Security Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement or the Security Documents while it was the Collateral Agent hereunder. Upon the appointment of a successor Administrative Agent pursuant to this Section 12.9, the Lenders from time to time party hereto agree that the successor Administrative Agent shall be entitled to the Register of the resigning Administrative Agent in a form that shall be mutually agreed by such agents at the time of the appointment of the successor Administrative Agent, and each Agent, Credit Party, Lender and other Loan Documents party hereto agrees that the successor Administrative Agent shall be entitled to rely upon such Register without further inquiry and such Register shall be conclusive. Any resignation by the Administrative Agent pursuant to this Section 12.9 shall also, to the extent the Administrative Agent (or its Affiliate) is also the Swingline Lender hereunder, constitute its resignation as Swingline Lender and upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swingline Lender and (iib) after such resignation or removal for as long as it continues to act in any capacity the retiring Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Credit Documents. In addition to the foregoing, including (a) holding if a Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, the Letter of Credit Issuer and/or the Swingline Lender may, at any collateral security time, upon giving five Business Days’ prior written notice to the Borrower and the Administrative Agent, resign as Letter of Credit Issuer or Swingline Lender, respectively, effective at the close of business New York time on behalf a date specified in such notice; provided that such resignation by the Letter of Credit Issuer shall have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Lenders Borrower or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the Letter of Credit Issuer; and (b) provided, further, that such resignation by the Swingline Lender shall have no effect on its rights in respect of any actions taken in connection outstanding Swingline Loans or on the obligations of the Borrower or any Lender under this Agreement with transferring the agency respect to any successor Administrative Agent.such outstanding Swingline Loan. 12.10

Successor Agents. The Administrative Agent may resign as Administrative Agent in such capacity upon 10 thirty (30) days’ prior written notice to the Lenders Purchasers and the BorrowerCompany. If the Administrative Agent shall resign as Administrative Agent in such capacity under this Agreement and the other Loan Transaction Documents, then the Required Lenders Note-Holders shall appoint from among the Lenders a successor agent for the LendersPurchasers, which successor agent shall (shall, unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) , be subject to approval by the Borrower Company (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” ”, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as the Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansNotes, it being understood that the Company shall jointly and severally pay the reasonable fees and expenses of any successor Administrative Agent, including in connection with its review of the Transaction Documents. If no successor agent has accepted appointment as the Administrative Agent by the date that is 10 ninety (90) days following a the applicable retiring Administrative Agent’s notice of resignation, the applicable retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders Purchasers shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders Note-Holders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunder, the Administrative Agent the provisions of this Section 9 11 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent the Administrative Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Transaction Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent, the Documentation Agent or the Syndication Agent may resign as Administrative Agent, Documentation Agent or Syndication Agent, as the case may be, upon 10 30 days’ ' notice to the Lenders and the BorrowerCompany (on its own behalf and as agent for the Borrowing Subsidiaries). If the Administrative Agent shall resign as such, then Citibank, N.A. shall be appointed (automatically and without any act on the part of, or notice to, any Person) as successor Administrative Agent under this Agreement and for the other Loan DocumentsLenders; provided that, then if Citibank shall have ceased to hold any portion of the Loans or Commitments hereunder, the Required Lenders shall appoint from among the Lenders a successor agent Administrative Agent for the Lenders, which successor agent Administrative Agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval approved by the Borrower (which Company, such approval shall not to be unreasonably withheld or delayed)(or, whereupon if the Required Lenders and the Company are unable to select such successor Administrative Agent within such 30-day period, a successor Administrative Agent shall be selected by the Agents). From and after such appointment of a successor administrative agent, such successor administrative agent shall succeed to the rights, powers and duties of the resigning Administrative AgentAgent under all of the Credit Documents, and the term “"Administrative Agent” " shall mean such successor agent Administrative Agent effective upon such appointment and approvalits appointment, and the former Administrative Agent’s 's rights, powers and duties as the Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans, the Notes, the Drafts or the other Payment Obligations. If the Documentation Agent, the Syndication Agent or the Arranger shall resign as such, no successor agent has accepted appointment as Administrative Documentation Agent, Syndication Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation or Arranger shall nevertheless thereupon become effectivebe appointed, and the Lenders Administrative Agent shall assume and perform succeed to all of the rights, powers and duties of the Administrative resigning Documentation Agent, Syndication Agent hereunder until such time, if anyor Arranger, as the Required Lenders appoint a successor agent case may be, under all of the Credit Documents, and the former Documentation Agent's, Syndication Agent's or Arranger's rights, powers and duties as provided for aboveDocumentation Agent, Syndication Agent or Arranger, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Documentation Agent, Syndication Agent or Arranger. After any retiring Administrative Agent’s 's or Documentation Agent's or Syndication Agent's or Arranger's resignation hereunder as such agent hereundersuch, the provisions of this Section 9 16 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation Administrative Agent or removal for as long as it continues to act in any capacity hereunder the Documentation Agent or the Syndication Agent or the Arranger under the other Loan Credit Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as the Administrative Agent upon 10 thirty (30) days’ written notice to the Lenders and the BorrowerBorrower (provided that no such notice to the Borrower shall be required if an Event of Default under Section 8.01(f) or (g) shall have occurred and be continuing). If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f) or Section 8(f(g) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approvaladministrative agent, and the former retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, without the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such former Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has been appointed and accepted such appointment as the Administrative Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Required Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the entering Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s notice of resignation as such without a successor agent hereunderhaving been appointed, the provisions of this Section 9 retiring Administrative Agent shall inure to be discharged from its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement duties and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or obligations under the other Loan Documents. If the Administrative Agent becomes a Defaulting Lender, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring Administrative Agent may be removed as the agency to any successor Administrative AgentAgent hereunder by the Borrower or the Required Lenders.

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 days’ at any time give notice of its resignation to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsUpon receipt of any such notice of resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for right, with the Lenders, which successor agent shall consent (unless an provided no Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have has occurred and be is continuing) be subject to approval by of the Borrower (which approval shall such consent not to be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rightsappoint a successor, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent which shall be terminateda bank with an office in the United States, without or an Affiliate of any other or further act or deed on such bank with an office in the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansUnited States. If no such successor agent has shall have been so appointed by the Required Lenders and shall have accepted such appointment as within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the date that is 10 days following a Required Lenders with the consent of the Borrower (such consent not to be unreasonably withheld or delayed)) (the “Resignation Effective Date”), then the retiring Administrative Agent’s notice Agent may (but shall not be obligated to), in consultation with the Borrower, on behalf of resignationthe Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above. For the avoidance of doubt, whether or not a successor Administrative Agent has been appointed, the retiring Administrative Agent’s resignation shall nevertheless thereupon nonetheless become effectiveeffective in accordance with such notice of resignation on the Resignation Effective Date. With effect from the Resignation Effective Date, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the Lenders shall assume other Loan Documents and perform (b) except for any indemnity payments owed to the retiring Administrative Agent, all of the duties of payments, communications and determinations provided to be made by, to or through the Administrative Agent hereunder shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, #10384414v15 powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent’s resignation as such agent hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 9 10.04 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of them while the Lenders and (b) in respect of any actions taken in connection with transferring retiring Administrative Agent was acting as the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as the Administrative Agent and Collateral Agent upon 10 thirty (30) days’ notice to the Lenders and the Borrower, and the Revolver Agent may resign as the Revolver Agent upon thirty (30) days’ notice to the Revolving Credit Lenders and the Borrower. If the Administrative Collateral Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which appointment of a successor agent shall (unless require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(f) or Section 8(f(g) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Collateral Agent, whereupon the Collateral Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. If the Administrative Agent resigns under this Agreement, the Required Xxxx Xxxxxxx shall appoint from among the Lenders a successor agent for the Lenders, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Xxxx Xxxxxxx and the Borrower, a successor agent from among the Lenders. If the Revolver Agent resigns under this Agreement, the Required Revolving Credit Lenders shall appoint from among the Revolving Credit Lenders a successor agent for the Revolving Credit Lenders, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Revolver Agent, the Revolver Agent may appoint, after consulting with the Revolving Credit Lenders and the Borrower, a successor agent from among the Revolving Credit Lenders. In each case, upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Collateral Agent or Revolver Agent, as applicable and the term “Collateral Agent”, “Administrative Agent” or “Revolver Agent”, as applicable, shall mean such successor collateral agent, administrative agent or revolver agent and/or supplemental administrative agent, as the case may be (and the term “Collateral Agent” shall mean such successor collateral agent effective upon such appointment and approvaland/or supplemental agent, as described in Section 9.01(c)), and the former Administrative retiring Agent’s rightsappointment, powers and duties as Administrative the applicable Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, After the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative applicable Agent’s resignation as such agent hereunder, the provisions of this Article IX and Section 9 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent the applicable Agent under this Agreement Agreement. If no successor agent has accepted appointment as the applicable Agent by the date which is thirty (30) days following the retiring applicable Agent’s notice of resignation, the retiring applicable Agent’s resignation shall nevertheless thereupon become effective and the other Loan Documents and applicable Lenders shall perform all of the duties of the applicable Agent hereunder until such time, if any, as the Required Lenders, Required Term Lenders or the Required Revolving Credit Lenders, as applicable, appoint a successor agent as provided for above (ii) after such resignation except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or removal for as long as it continues to act in the L/C Issuer under any capacity hereunder or under of the other Loan Documents, including 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 the applicable 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 may reasonably request, in order to (a) holding any collateral security on behalf of any continue the perfection of the Lenders and Liens granted or purported to be granted by the Collateral Documents or (b) in respect otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the applicable Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of any actions taken in connection with transferring the agency retiring applicable Agent, and the retiring applicable Agent shall, to any successor Administrative Agent.the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. 215

Successor Agents. The Administrative Agent may resign as the Administrative Agent upon 10 30 days’ notice to the Lenders and the BorrowerCompany. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Company at all times other than during the existence of an Event of Default under Section 8(a8.01(f) or Section 8(f(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Company shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent,” shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, without the provisions of this Article 9 and Sections 10.04 and 10.05 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such former Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s resignation hereunder as such agent hereunderthe Administrative Agent, the provisions of this Section Article 9 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and acting as the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The (i)The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent shall resign as or Collateral Agent or a controlling Affiliate of the Administrative Agent under this Agreement and or the other Loan DocumentsCollateral Agent is subject to an Agent-Related Distress Event, then the Borrower may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, whereupon as applicable, of the Administrative Agent or Collateral Agent, 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), as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effectiveeffective 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 assume and perform all of the duties of 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. After Upon the acceptance of any appointment as the Administrative Agent 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 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 the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring 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 such agent hereunderapplicable, 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 Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any actions taken in connection with transferring time the agency Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to any successor clause (d) of the definition thereof, the Administrative Agent.Agent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the Required Lenders. 170

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon 10 thirty (30) days’ notice to the Lenders and the Parent Borrower. If the Administrative Agent shall resign as Administrative or the Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among a successor, which shall be a bank with an office in the Lenders United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent for shall require the Lenders, which successor agent shall (unless consent of the Parent Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(f) or Section 8(f(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Parent Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, whereupon as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Parent Borrower, a successor agent 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 agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former 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 rightsor retiring Collateral Agent’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 or retiring Collateral Agent’s resignation, without any other or further act or deed on as applicable, hereunder as the part of such former Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of 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 the Administrative Agent 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 Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrowers 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 Borrowers and such successor. After any the retiring Administrative Agent’s or retiring Collateral Agent’s resignation as such agent hereunderhereunder and under the other Loan Documents, the provisions of this Section 9 Article and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its benefit as to agents and sub-agents in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of them while the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 days’ at any time give notice of its resignation to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsUpon receipt of any such notice of resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for the Lendersright, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect subject to the Borrower shall have occurred and be continuing) be subject to approval by consent of the Borrower (which approval shall not to be unreasonably withheld or delayed)) so long as no Default under Section 11.1 is continuing, whereupon such successor agent shall succeed to the rightsappoint a successor, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent which shall be terminateda bank with an office in the United States, without or an Affiliate of any other or further act or deed on such bank with an office in the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansUnited States. If no such successor agent has accepted appointment as Administrative Agent shall have been so appointed by the date that is 10 Required Lenders and shall have accepted such appointment within 30 days following a retiring Administrative Agent’s notice of resignation, after the retiring Administrative AgentAgent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above. Upon the acceptance of a successor’s resignation shall nevertheless thereupon become effectiveappointment as the Administrative Agent hereunder, and upon the Lenders shall assume transfer by the retiring (or retired) Agent to the successor Agent of all sums, together with all records and perform all other documents necessary or appropriate in connection with the performance of the duties of the Administrative successor Agent under the Loan Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder until such time, or under the other Loan Documents (if any, as the Required Lenders appoint a successor agent not already discharged therefrom as provided for aboveabove 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 any the retiring Administrative Agent’s resignation as such agent hereunderhereunder and under the other Loan Documents, the provisions of this Section 9 12 (including 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of them while the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor retiring Administrative Agent was acting as an Administrative Agent.. 110

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 days’ ' written notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a7(a) or Section 8(f7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s 's resignation as such agent hereunderAgent, the provisions of this Section 9 8 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 thirty (30) days’ notice to each Lender, the Collateral Agent and the Borrower with such resignation becoming effective upon a successor agent succeeding to the rights, powers and duties of the Administrative Agent pursuant to this Section 7.8. In addition, the Majority Lenders may remove the Administrative Agent upon thirty (30) days’ notice to the Lenders Administrative Agent, the Collateral Agent, each Lender and the BorrowerBorrowers upon a finding that the Administrative Agent has materially breached its duties hereunder, which notice shall set forth with specificity the nature and dates of any such material breaches. If the Administrative Agent shall resign as Administrative Agent or be removed under this Agreement and the other Loan DocumentsAgreement, then the Required Majority Lenders shall appoint from among the Lenders a successor agent for the Lendersadministrative agent, which successor agent shall (unless an Event may be a Lender, and, if not a Lender, with the prior written consent of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall such consent not to be unreasonably withheld or delayed), whereupon such . Any successor administrative agent shall succeed to the rights, powers and duties of the resigning Administrative Agent, and the term “Administrative Agent” shall mean such successor administrative agent effective upon such appointment and approvalits appointment, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such the former Administrative Agent or any of the parties to this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, After the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and as Administrative Agent or the Lenders shall assume and perform all of the duties removal of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunder, the provisions of this Section 9 Article shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Administrative Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentAgreement.

Successor Agents. (a) The Administrative Agent may resign as Administrative Agent upon 10 ten days’ notice to the Lenders, the Issuing Lenders and the Borrower. If the Administrative Agent shall resign Person serving as Administrative Agent under this Agreement and Collateral Agent is a Defaulting Lender or an Affiliate of a Defaulting Lender, either the other Loan DocumentsRequired Lenders or the Borrower may, then upon ten days’ notice, remove the Administrative Agent and Collateral Agent. Upon receipt of any such notice of resignation or delivery of any such notice of removal, the Required Lenders shall appoint from among the Lenders a successor agent for Administrative Agent and Collateral Agent (which shall be a commercial bank or trust company with offices in the Lenders, which successor agent shall (unless U.S. having combined capital and surplus in excess of $1,000,000,000) with the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.1(a) or Section 8(f8.1(f) (with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (Borrower), which approval consent shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no such successor agent has accepted appointment as Administrative Agent shall have been so appointed by the date that is 10 Required Lenders and shall have accepted such appointment within thirty days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties or removal of the Administrative Agent and Collateral Agent, then (a) in the case of any resignation, the resigning Administrative Agent and Collateral Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent and Collateral Agent meeting the qualifications set forth above (including, for the avoidance of doubt, the consent of the Borrower to the extent required above) or (b) in the case of a removal, the Borrower may, after consulting with the Required Lenders, appoint a successor Administrative Agent and Collateral Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation or removal shall become effective in accordance with such notice on such effective date, where (i) the retiring or removed Administrative Agent and Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders or the Issuing Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent and 143 Collateral Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent or Collateral Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent or Collateral Agent shall instead be made by or to each Lender and Issuing Lender directly (and each Lender and each Issuing Lender will cooperate with the Borrower to enable the Borrower to take such actions), until such time, if any, as the Required Lenders or the Borrower, as applicable, appoint a successor agent Administrative Agent and Collateral Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent and Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent and Collateral Agent, and the retiring or removed Administrative Agent and Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (other than its obligations under Section 10.14 hereof). The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed among the Borrower and such successor. After any retiring an Administrative Agent’s and Collateral Agent’s resignation as such agent hereunderor removal hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.5 shall inure to continue in effect for the benefit of such retiring or removed Administrative Agent and Collateral Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of them while the Lenders retiring or removed Administrative Agent and Collateral Agent was acting as Administrative Agent and Collateral Agent. Notwithstanding anything to the contrary herein, no Disqualified Institution (bnor any Affiliate thereof) in respect of any actions taken in connection with transferring the agency to any may be appointed as a successor Administrative Agent or Collateral Agent.

Successor Agents. The Each of the Administrative Agent and Collateral Agent may resign as Administrative Agent upon 10 days’ at any time give notice of its resignation to the Lenders Lenders, the Letter of Credit Issuer and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsUpon receipt of any such notice of resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for the Lendersright, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect subject to the Borrower shall have occurred and be continuing) be subject to approval by consent of the Borrower (which approval shall not to be unreasonably withheld or delayed)) so long as no Default under Section 11.1 or 11.5 is continuing, whereupon to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor agent shall succeed to have been so appointed by the rightsRequired Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, powers and duties then the retiring Agent may on behalf of the Administrative Agent, Lenders and the term “Administrative Agent” shall mean such Letter of Credit Issuer, appoint a successor agent effective upon such appointment Agent meeting the qualifications set forth above. In addition and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed obligation on the part of such former Administrative the retiring Agent or any to appoint, on behalf of the parties to this Agreement or any holders of Lenders, a successor Agent, the Loans. If retiring Agent may notify the Borrower and the Lenders that no successor agent qualifying Person has accepted appointment as Administrative successor Agent by and the effective date that is 10 days following a of such retiring Administrative Agent’s resignation. Upon the resignation effective date established in such notice and regardless of resignationwhether a successor Agent has been appointed and accepted such appointment, the retiring Administrative Agent’s resignation shall nevertheless thereupon nonetheless become effective, effective and (i) the Lenders retiring Agent shall assume be discharged from its duties and perform all of the duties of the Administrative obligations as Agent hereunder and under the other Credit Documents and (ii) any payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time, if any, time as the Required Lenders appoint a successor agent Agent as provided for aboveabove in this paragraph. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the (i) transfer by the retiring (or retired) Agent to the successor Agent of all sums, Stock, Stock Equivalents and other items of Collateral held under the Security Documents (as applicable), together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent hereunder and under the other Credit Documents, and (ii) 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, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 13.9). The fees payable by the Borrower (following the effectiveness of such appointment) to such successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Section 13 (including 13.7) and Section 14.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken -167- or omitted to be taken by any of them while the retiring Agent was acting as an Agent. After any retiring Administrative Agent’s resignation hereunder as such agent hereunderthe Administrative Agent, the provisions of this Section 9 13.9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under the Administrative Agent hereunder. Any successor to the Administrative Agent appointed pursuant to this Section 13.9 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. After any retiring Collateral Agent’s resignation hereunder as the Collateral Agent, the provisions of this Agreement and the Security Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement or the Security Documents while it was the Collateral Agent hereunder. Upon the appointment of a successor Administrative Agent pursuant to this Section 13.9, the Lenders from time to time party hereto agree that the successor Administrative Agent shall be entitled to the Register of the resigning Administrative Agent in a form that shall be mutually agreed by such agents at the time of the appointment of the successor Administrative Agent, and each Agent, Credit Party, Lender and other Loan Documents party hereto agrees that the successor Administrative Agent shall be entitled to rely upon such Register without further inquiry and such Register shall be conclusive. Any resignation by the Administrative Agent pursuant to this Section 13.9 shall also, to the extent the Administrative Agent (or its Affiliate) is also the Swingline Lender hereunder, constitute its resignation as Swingline Lender and upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swingline Lender and (iib) after such resignation or removal for as long as it continues to act in any capacity the retiring Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Credit Documents. In addition to the foregoing, including (a) holding if a Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, the Letter of Credit Issuer and/or the Swingline Lender may, at any collateral security time, upon giving five Business Days’ prior written notice to the Borrower and the Administrative Agent, resign as Letter of Credit Issuer or Swingline Lender, respectively, effective at the close of business New York time on behalf a date specified in such notice; provided that such resignation by the Letter of Credit Issuer shall have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Lenders Borrower or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the Letter of Credit Issuer; and (b) provided, further, that such resignation by the Swingline Lender shall have no effect on its rights in respect of any actions taken in connection outstanding Swingline Loans or on the obligations of the Borrower or any Lender under this Agreement with transferring the agency respect to any successor Administrative Agentsuch outstanding Swingline Loan.

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 days’ ' notice to the Lenders and the BorrowerHoldings. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a11(g), (h) or Section 8(f(i) with respect to the Holdings or a Borrower shall have occurred and be continuing) be subject to approval by the Borrower Holdings (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Any Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of such Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by such Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s 's resignation as such agent hereunderAgent, the provisions of this Section 9 12 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 days’ Business Days' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement 104 or any holders of the LoansLoans or Letters of Credit. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days Business Days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Arranger, the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s 's resignation as such agent hereunderAgent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. (a) The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Parent Borrower and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsUpon receipt of any such notice of resignation, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Parent Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Parent Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or Collateral Agent, whereupon as applicable, the Administrative Agent or Collateral Agent may appoint, after consulting with the Lenders and the Parent Borrower, a successor agent. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act or deed on Collateral Agent’s resignation hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the 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 effectiveeffective 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 assume and perform all of the duties of 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. After any retiring Administrative Agent’s resignation as such agent hereunder, Upon the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf acceptance of any appointment as the Administrative Agent 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 Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.Mortgages, and

Successor Agents. The (a) Each of the Administrative Agent and the Collateral Agent may resign as Administrative Agent upon 10 days’ at any time give notice of its resignation to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsUpon receipt of any such notice of resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for right, subject to the Lenders, which successor agent shall consent of the Borrower (unless an not to be unreasonably withheld or delayed) so long as no Event of Default under Section 8(aSections 11.1 or 11.5 is continuing, 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 (the “Resignation Effective Date”), 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 if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b) or Section 8(fIf the Person serving as the Administrative Agent is a Defaulting Lender pursuant to clause (v) with respect of the definition of Lender Default, the Required Lenders may to the Borrower shall have occurred and be continuing) be extent permitted by applicable law, subject to approval by the consent of the Borrower (which approval shall not to be unreasonably withheld or delayed), whereupon by notice in writing to the Borrower and such Person remove such Person as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall succeed to be discharged from its duties and obligations hereunder and under the rights, powers and duties other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Administrative AgentLenders under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as retiring or removed Administrative Agent shall instead be terminatedmade by or to each Lender directly, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, time as the Required Lenders appoint a successor agent Agent as provided for aboveabove in this paragraph. After any retiring Upon the acceptance of a successor’s appointment as the Administrative Agent or the Collateral Agent’s resignation , as such agent the case may be, hereunder, and upon the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement execution and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.-151- US-DOCS\118329784.0000000000.6

Successor Agents. The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent shall resign as or Collateral Agent or a controlling Affiliate of the Administrative Agent under this Agreement or the Collateral Agent is subject to an Agent-Related Distress Event, the Borrower may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. 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 and the other Loan DocumentsRequired Lenders. Upon receipt of any such notice of resignation or removal, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be either (unless an 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 Specified Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by is appointed prior to the effective date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties resignation or removal, as applicable, of the Administrative Agent hereunder until such time, if anyor Collateral Agent, as applicable, the Required 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), as applicable, may appoint, after consulting with the Lenders appoint and the Borrower, a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunderagent, the provisions of this Section 9 who shall inure to its benefit as to any actions taken or omitted to be taken by it either (i) while it was an agent under this Agreement a “U.S. person” and a “financial institution” within the other Loan Documents and meaning of Treasury Regulations Section 1.1441-1(b)(2)(ii) or (ii) after such resignation or removal for as long as it continues to act a U.S. branch of a foreign financial institution described in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.Treasury Regulations Section

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 30 days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld withheld, conditioned or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansLoans or Letters of Credit. If a successor Administrative Agent shall not have been so appointed within said 30 day period, the Administrative Agent shall appoint a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld, conditioned or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans or Letters of Credit. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 40 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s 's resignation as such agent hereunderthe Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent the Administrative Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. (a) The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders 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 incoming Agent and the Parent Borrower, each, in its sole discretion, then the resigning Agent, the incoming Agent and the Parent Borrower may agree to waive or shorten the 30 day notice period. If the Administrative Agent shall resign as or Collateral Agent or a controlling Affiliate of the Administrative Agent under this Agreement and or the other Loan DocumentsCollateral Agent is subject to an Agent-Related Distress Event, then the Parent Borrower may remove such Agent from such role upon ten days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be subject to the consent of the Parent Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Parent Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, whereupon as applicable, of the Administrative Agent or Collateral Agent, 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), as applicable, may appoint, after consulting with the Lenders and the Parent Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effectiveeffective 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 223 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 assume and perform all of the duties of 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. After Upon the acceptance of any appointment as the Administrative Agent 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 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 the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring 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 such agent hereunderapplicable, 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 Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any actions taken in connection with transferring time the agency Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to any successor clause (d) of the definition thereof, the Administrative AgentAgent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Parent Borrower and the Required Lenders.

Successor Agents. (a) The Administrative Agent may shall have the right to resign as Administrative Agent upon 10 days’ at any time by giving prior written notice thereof to the Lenders and the Borrower. If The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent and/or the Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Required Lenders, and the Administrative Agent’s resignation shall resign as become effective on the earlier of (i) the acceptance of such successor Administrative Agent under this Agreement by the Borrower and the other Loan DocumentsRequired Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of resignation, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Required Lenders shall have the right, upon five Business Days’ notice to the Borrower, to appoint a successor Administrative Agent. If neither Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) be deemed to have succeeded to and become vested with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to all the rights, powers powers, privileges and duties of the retiring Administrative Agent; provided, that until a successor Administrative Agent is so appointed by Required Lenders or the Administrative Agent, and the term “Administrative Agent” shall mean such , by notice to the Borrower and Required Lenders, may retain its role as the Collateral Agent under any Security Document. Except as provided in the preceding sentence, any resignation of Barclays or its successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunder, the provisions of this Section 9 shall inure pursuant to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.this

Successor Agents. The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 at least 30 days’ written notice to the Lenders Borrower and the BorrowerLenders. The Administrative Agent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent, as applicable, upon at least 30 days’ written notice by the Required Lenders to the Administrative Agent, the Collateral Agent, the Borrower and the other Lenders. If the Administrative Agent shall resign as or Collateral Agent or a controlling Affiliate of the Administrative Agent under this Agreement and or the other Loan DocumentsCollateral Agent is subject to an Agent-Related Distress Event, then the Borrower may remove such Agent from such role upon at least 10 days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, whereupon as applicable, of the Administrative Agent or Collateral Agent, 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 applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunder, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as the Administrative Agent upon 10 thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which appointment of a successor agent shall (unless require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8(a9.01 (a) or Section 8(f(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and, if no Event of Default under Section 9.01(a) or (f) has 109 occurred and is continuing, the Borrower, a successor agent 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 agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” ”, shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, without the provisions of this Article X and Section 11.04 and Section 11.05 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such former Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After 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 the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may 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 Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent’s resignation as such agent hereunder, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents retiring Administrative Agent shall be discharged from its duties and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or obligations under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Facility Agent may resign as Administrative the Facility Agent upon 10 thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Facility Agent shall resign as Administrative Agent resigns under this Agreement and Agreement, the other Loan Documents, then the Required Majority Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect be consented to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower at all times other than during the occurrence and continuance of a Default (which approval consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Facility Agent, whereupon the Facility Agent may appoint, after consulting with the Lenders and subject to the consent of the Borrower as provided for above, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the Administrative Agent, retiring Facility Agent and the term “Administrative Facility Agent,” shall mean such successor agent effective upon such appointment and approvalFacility Agent, and the former Administrative retiring Facility Agent’s rightsappointment, powers and duties as Administrative the Facility Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, After the retiring Administrative Facility Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Facility Agent’s resignation as such agent hereunder, the provisions of this Article IX and Section 9 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent the Facility Agent under this Agreement Agreement. If no successor agent has accepted appointment as the Facility Agent by the date which is thirty (30) days following the retiring Facility Agent’s notice of resignation, the retiring Facility Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Facility Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Facility Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other Loan Documents instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, the Facility Agent shall thereupon succeed to and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or become vested with all the rights, powers, discretion, privileges, and duties of the retiring Facility Agent, and the retiring Facility Agent shall be discharged from its duties and obligations under the other Loan Financing Documents. After the retiring Facility Agent’s resignation hereunder as the Facility Agent, including (a) holding any collateral security on behalf the provisions of any of the Lenders and (b) this Article IX shall continue in effect for its benefit in respect of any actions taken in connection with transferring or omitted to be taken by it while it was acting as the agency to any successor Administrative Facility Agent.

Successor Agents. The Administrative Either Agent may may, and at the request of the Required Lenders shall, resign as Administrative an Agent upon 10 30 days’ ' notice to the Lenders and the BorrowerLenders. If the Administrative either Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent U.S. Agent or Canadian Agent, as applicable, for the Lenders, which . If no successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect is appointed prior to the Borrower shall have occurred effective date of the resignation of the Applicable Agent, such Agent may appoint, after consulting with the Lenders and be continuing) be subject to approval by Parent, a successor U.S. Agent or Canadian Agent, as applicable, from among the Borrower (which approval shall not be unreasonably withheld or delayed)Lenders. Upon the acceptance of its appointment as successor Agent hereunder, whereupon such successor agent Agent shall succeed to all the rights, powers and duties of the Administrative Agent, retiring Agent and the term “Administrative "U.S. Agent” " or "Canadian Agent," as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Administrative retiring Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, without the provisions of this ARTICLE X and SECTIONS 12.4 and 12.5 shall inure to its benefit as to any other actions taken or further act or deed on the part of such former Administrative omitted to be taken by it while it was an Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as Administrative the Applicable Agent by the date that which is 10 30 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, effective and the Applicable Lenders shall assume and perform all of the duties of the Administrative 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 resignation Notwithstanding the foregoing, however, BofA may not be removed as such agent hereunder, the provisions of this Section 9 shall inure to its benefit U.S. Agent and BACAN may not be removed as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and Canadian Agent at the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any request of the Required Lenders unless such Person and (b) each Affiliate thereof acting as an Agent or an Issuing Lender shall also simultaneously be relieved of its duties and responsibilities hereunder in respect of such capacity pursuant to documentation in form and substance reasonably satisfactory to BofA, BACAN and any actions taken in connection with transferring the agency to any successor Administrative Agentother applicable Affiliate thereof.

Successor Agents. The Administrative Any Agent may resign as Administrative Agent upon 10 30 days’ ' notice to the Lenders and the BorrowerLenders. If the Administrative any Agent shall resign as Administrative Agent resigns under this Agreement and Agreement, the other Loan Documents, then the Required Majority Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of such Agent, whereupon such Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the respective terms "Administrative Agent, " and the term “Administrative Agent” "Lead Arranger" shall mean such successor agent effective upon such appointment and approval, and the former Administrative retiring Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s 's resignation hereunder as such agent hereunderAgent, the provisions of this Section 9 Article XIII and Sections 13.7 and 13.8 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the other Loan Documents Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Majority Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor Agent shall thereupon succeed to and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the other Loan Documents. After any retiring Agent's resignation hereunder as an Agent, including (a) holding any collateral security on behalf the provisions of any of the Lenders and (b) this Article XIII shall continue in effect for its benefit in respect of any actions taken in connection with transferring the agency or omitted to any successor Administrative be taken by it while it was acting as an Agent.

Successor Agents. The Syndication Agent may resign at any time upon 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 Syndication Agent, Lenders and 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 signed by Requisite Lenders. Upon any such notice of resignation of Syndication Agent or Administrative Agent or any such removal of Administrative Agent, Requisite Lenders shall have the right, upon five Business Days' notice to Company, to appoint a successor Syndication Agent or Administrative Agent, as the case may be. If for any reason Requisite Lenders cannot agree on a successor Administrative Agent or a successor Syndication 129 137 Agent, the resigning Administrative Agent or Syndication Agent shall have the right to designate a successor Administrative Agent or Syndication Agent, respectively, after consulting with Company. Upon the acceptance of any appointment as Administrative Agent upon 10 days’ notice to or Syndication Agent, as the Lenders and the Borrower. If the case may be, hereunder by a successor Administrative Agent shall resign or Syndication Agent, as the case may be, that successor Administrative Agent under this Agreement and or Syndication Agent, as the other Loan Documentscase may be, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring or removed Administrative Agent or Syndication Agent, as the case may be, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other retiring or further act or deed on the part of such former removed Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Syndication Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for abovecase may be, shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Administrative Agent’s 's or Syndication Agent's resignation or removal hereunder as such agent hereunderAdministrative Agent or Syndication Agent, as the case may be, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Administrative Agent or Syndication Agent, as the case may be, under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentAgreement.

Successor Agents. (a) The Administrative Agent, Collateral Agent and Redenomination Term Facilities Administrative Agent may resign as the Administrative Agent, Collateral Agent or Redenomination Term Facilities Administrative Agent, as applicable, upon 10 30 days’ written notice to the Lenders Borrowers and the BorrowerLenders. If the Administrative Agent shall resign as Agent, Collateral Agent, Redenomination Term Facilities Administrative Agent under this Agreement and or a Controlling Affiliate of the other Loan DocumentsAdministrative Agent, then the Collateral Agent or Redenomination Term Facilities Administrative Agent is subject to an Agent-Related Distress Event, the Borrowers may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders (or, in the case of the Redenomination Term Facilities Administrative Agent, the required Lenders in respect of the Initial Term B-2 Loans (as reduced pursuant to Section 2.04(b)) and the Term B-3 Loans, as if those Loans constituted all of the Total Outstandings and Commitments under the Loan Documents) shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrowers at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Borrowers shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, whereupon as applicable, of the Administrative Agent, Collateral Agent or Redenomination Term Facilities Administrative Agent, as applicable, the Administrative Agent, Collateral Agent or Redenomination Term Facilities Administrative 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), as applicable, may appoint, after consulting with the Lenders and the Borrowers, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent”, “Redenomination Term Facilities Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent, such successor redenomination term facilities administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s, Redenomination Term Facilities Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, After the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective’s, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Redenomination Term Facilities Administrative Agent’s or Collateral Agent’s resignation or removal hereunder as such agent hereunderthe Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent, the provisions of this Section 9 Article IX and 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, Redenomination Term Facilities Administrative Agent or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent (as applicable) by the date which is 30 days following the retiring Administrative Agent’s, Redenomination Term Facilities Administrative Agent’s or Collateral Agent’s (as applicable) notice of resignation or removal, the retiring Administrative Agent’s, Redenomination Term Facilities Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) while it was an agent the retiring Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under this Agreement and the other Loan Documents and (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) after all payments, communications and determinations provided to be made by, to or through the Applicable Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders (or, in the case of the Redenomination Term Facilities Administrative Agent, the required Lenders in respect of the Initial Term B-2 Loans (as reduced pursuant to Section 2.04(b)) and the Term B-3 Loans, as if those Loans constituted all of the Total Outstandings and Commitments under the Loan Documents) appoint a successor Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent (as applicable) as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders (or, in the case of the Redenomination Term Facilities Administrative Agent, the required Lenders in respect of the Initial Term B-2 Loans (as reduced pursuant to Section 2.04(b)) and the Term B-3 Loans, as if those Loans constituted all of the Total Outstandings and Commitments under the Loan Documents) appoint a successor Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent (as applicable) as provided for above. Upon the acceptance of any appointment as the Administrative Agent, Redenomination Term Facilities Administrative Agent 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 the other Collateral Documents, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders (or, in the case of the Redenomination Term Facilities Administrative Agent, the required Lenders in respect of the Initial Term B-2 Loans (as reduced pursuant to Section 2.04(b)) and the Term B-3 Loans, as if those Loans constituted all of the Total Outstandings and Commitments under the Loan Documents) may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the successor Administrative Agent, Redenomination Term Facilities 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, Redenomination Term Facilities Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s, Redenomination Term Facilities Administrative Agent’s or Collateral Agent’s notice of resignation or removal for without a successor having been appointed, the retiring Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent, as long as it continues to act in any capacity applicable, shall be discharged from its duties and obligations hereunder or and under the other Loan DocumentsDocuments other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Agent, including (a) holding any collateral security on behalf of any of the Lenders its sub-agents and (b) their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them solely in connection with transferring respect of the agency to any successor Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent, as applicable. At any time the Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent (as applicable) may be removed as the Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent (as applicable) hereunder at the request of the Borrowers and the Required Lenders (or, in the case of the Redenomination Term Facilities Administrative Agent, the required Lenders in respect of the Initial Term B-2 Loans (as reduced pursuant to Section 2.04(b)) and the Term B-3 Loans, as if those Loans constituted all of the Total Outstandings and Commitments under the Loan Documents).

Successor Agents. The Administrative Agent may resign as the Administrative Agent upon 10 thirty (30) days’ notice to the Lenders and the BorrowerBorrower and if the Administrative Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and or is removed by the other Loan DocumentsBorrower, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(aSections 8.01(f) or Section 8(f(g) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent, whereupon 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 agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” shall mean such successor administrative agent effective upon such appointment and approvaland/or Supplemental Agent, as the case may be, and the former retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation or removal hereunder as the Administrative Agent, without the provisions of this Article 9 and the provisions of Sections 10.04 and 10.05 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such former Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s notice of resignationresignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s resignation hereunder as such agent hereunderthe Administrative Agent, the provisions of this Section Article 9 and Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and acting as the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as a L/C Issuer and Swing Line Lender pursuant to Section 2.03(q) and 10.07(k).

Successor Agents. The Administrative Agent may may, at any time, resign as Administrative Agent upon 10 30 days’ written notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other a Loan DocumentsDocument, then the Required Lenders shall appoint from among the Lenders a successor agent for the LendersAgent, which successor agent Agent, if other than a Committed Lender, shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders, whereupon 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 the Borrower, to appoint a successor Agent; provided such successor agent Agent is a Lender hereunder or a commercial bank organized under the laws of the United States and has a combined capital and surplus of at least $500,000,000. If no successor Agent is appointed prior to the effective date of the resignation of the resigning Agent, the resigning Agent may appoint, after consulting with the Lenders and the Borrower, a successor Agent from among the Lenders. Upon the acceptance of any appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative retiring Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative retiring Agent shall be terminateddischarged from its duties and obligations as an Agent, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to as appropriate, under this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume other Loan Documents and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunder, the provisions of this Section 9 10.09 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement Agreement. If no successor Agent has accepted appointment as Agent within 60 days after the retiring Agent’s giving notice of resignation, the retiring Agent’s resignation shall nevertheless become effective and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any Lenders shall perform all duties of the Agent hereunder until such time, if any, as the Required Lenders and (b) in respect of any actions taken in connection with transferring the agency to any appoint a successor Administrative Agent.Agent as provided for above. SECTION 10.10

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 days’ notice to the Lenders and the Borrower. If Each of the Administrative Agent shall resign as Administrative and Collateral Agent under this Agreement may at any time give notice of its resignation to the Lenders, the Letter of Credit Issuer and the other Loan DocumentsParent Borrower. Upon receipt of any such notice of resignation, then the Required Lenders shall appoint from among have the Lenders a successor agent for the Lendersright, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect subject to the Borrower shall have occurred and be continuing) be subject to approval by consent of the Parent Borrower (which approval shall not to be unreasonably withheld or delayed)) so long as no Default under Section 11.1 or 11.5 is continuing, whereupon to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor agent shall succeed to have been so appointed by the rightsRequired Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, powers and duties then the retiring Agent may on behalf of the Administrative Agent, Lenders and the term “Administrative Agent” shall mean such Letter of Credit Issuer, appoint a successor agent effective upon such appointment Agent meeting the qualifications set forth above. In addition and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed obligation on the part of such former Administrative the retiring Agent or any to appoint, on behalf of the parties to this Agreement or any holders of Lenders, a successor Agent, the Loans. If retiring Agent may notify the Borrower and the Lenders that no successor agent qualifying Person has accepted appointment as Administrative successor Agent by and the effective date that is 10 days following a of such retiring Administrative Agent’s resignation. Upon the resignation effective date established in such notice and regardless of resignationwhether a successor Agent has been appointed and accepted such appointment, the retiring Administrative Agent’s resignation shall nevertheless thereupon nonetheless become effective, effective and (i) the Lenders retiring Agent shall assume be discharged from its duties and perform all of the duties of the Administrative obligations as Agent hereunder and under the other Credit Documents and (ii) any payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time, if any, time as the Required Lenders appoint a successor agent Agent as provided for aboveabove in this paragraph. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the (i) transfer by the retiring (or retired) Agent to the successor Agent of all sums, Stock, Stock Equivalents and other items of Collateral held under the Security Documents (as applicable), together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent hereunder and under the other Credit Documents, and (ii) 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, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 13.9). The fees payable by the Borrowers (following the effectiveness of such appointment) to such successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Section 13 (including 13.7) and Section 14.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. Any resignation of GSCP or its successor as 214 Administrative Agent pursuant to this Section 13.9 shall also constitute the resignation of GSCP or its successor as Collateral Agent. After any retiring Administrative Agent’s resignation hereunder as such agent hereunderthe Administrative Agent, the provisions of this Section 9 13.9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under the Administrative Agent hereunder. Any successor the Administrative Agent appointed pursuant to this Section 13.9 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. If GSCP or its successor as Administrative Agent pursuant to this Section 13.9 has resigned as Administrative Agent but retained its role as Collateral Agent and no successor Collateral Agent has become the Collateral Agent pursuant to the immediately preceding sentence, GSCP or its successor may resign as Collateral Agent upon notice to the Borrowers and the Required Lenders at any time. After any retiring Collateral Agent’s resignation hereunder as the Collateral Agent, the provisions of this Agreement and the Security Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement or the Security Documents while it was the Collateral Agent hereunder. Upon the appointment of a successor Administrative Agent pursuant to this Section 13.9, the Lenders from time to time party hereto agree that the successor Administrative Agent shall be entitled to the Register of the resigning Administrative Agent in a form that shall be mutually agreed by such agents at the time of the appointment of the successor Administrative Agent, and each Agent, Credit Party, Lender and other Loan Documents party party hereto agrees that the successor Administrative Agent shall be entitled to rely upon such Register without further inquiry and such Register shall be conclusive. Any resignation by the Administrative Agent pursuant to this Section 13.9 shall also, to the extent the Administrative Agent (or its Affiliate) is also the Swingline Lender hereunder, constitute its resignation as Swingline Lender and upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swingline Lender and (iib) after the retiring Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents. Notwithstanding anything to the contrary in this Agreement, on the Restatement Effective Date, Xxxxxxx Xxxxx Credit Partners L.P., as Swingline Lender under the Existing Credit Agreement shall be discharged from all of its duties and obligations in such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Credit Documents. In addition to the foregoing, including (a) holding if a Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, the Letter of Credit Issuer and/or the Swingline Lender may, at any collateral security time, upon giving five Business Days’ prior written notice to the Borrowers and the Administrative Agent, resign as Letter of Credit Issuer or Swingline Lender, respectively, effective at the close of business New York time on behalf a date specified in such notice; provided that such resignation by the Letter of Credit Issuer shall have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Lenders Borrowers or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the Letter of Credit Issuer; and (b) provided, further, that such resignation by the Swingline Lender shall have no effect on its rights in respect of any actions taken in connection outstanding Swingline 215 Loans or on the obligations of the Borrower or any Lender under this Agreement with transferring the agency respect to any successor Administrative Agentsuch outstanding Swingline Loan.

Successor Agents. The Administrative Agent or the Collateral Agent may resign as Administrative Agent or Collateral Agent, as applicable, upon 10 days’ notice to the Lenders and the Borrower. If either the Administrative Agent or the Collateral Agent shall resign as Administrative Agent in such capacity under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a7(a) or Section 8(f7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative AgentAgent or the Collateral Agent as the case may be, and the term “Administrative Agent” or “Collateral Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s rights, powers and duties as Administrative Agent or Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent or Collateral Agent, as applicable, by the date that is 10 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, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunderAdministrative Agent or Collateral Agent’s resignation as Collateral Agent, the provisions of this Section 9 8 and of Section 9.5 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign as Administrative Agent upon 10 days’ notice to at any time by notifying the Lenders, the Issuing Lenders and the Borrower. If Upon any such resignation by the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsAgent, then the Required Lenders shall appoint from among have the Lenders a successor agent for right, with the Lenders, which successor agent shall consent (unless an provided no Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have Default has occurred and be is continuing) be subject to approval by of the Borrower (which approval shall such consent not to be unreasonably withheld or delayed), whereupon to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor agent shall succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as retiring Administrative Agent shall be terminated, without any other or further act or deed on discharged from its duties and obligations hereunder. The fees payable by the part of such former Borrower to a successor Administrative Agent or any of shall be the parties same as those payable to this Agreement or any holders of its predecessor unless otherwise agreed between the LoansBorrower and such successor. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, After the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunder, the provisions of this Article and Section 9 10.04 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it (i) any of them while it was acting as an agent under this Agreement Administrative Agent. The Collateral Trustee may resign, and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under such event shall be replaced, in accordance with the other Loan Documents, including (a) holding any collateral security on behalf of any terms of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentCollateral Trust Agreement.

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 ten days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a8.1(a) or Section 8(f8.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act 100 or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent, if any, hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s resignation as such agent hereunderAgent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as the Administrative Agent upon 10 thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the 178 Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent,” shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, without the provisions of this Article 9 and Sections 10.04 and 10.05 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such former Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s resignation hereunder as such agent hereunderthe Administrative Agent, the provisions of this Section Article 9 and Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and acting as the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as the Administrative Agent upon 10 thirty (30) days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Company at all times other than during the existence of an Event of Default under Section 8(a8.01(f) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Company shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Company, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent,” shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, without the provisions of this Article 9 and Sections 10.04 and 10.05 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such former Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s resignation hereunder as such agent hereunderthe Administrative Agent, the provisions of this Section Article 9 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was an agent under acting as the Administrative Agent. The provisions of this Agreement and Section 9.09 shall apply mutatis mutandis to the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Mexican Administrative Agent.

Successor Agents. The Administrative Agent may resign as the Administrative Agent upon 10 thirty (30) days’ written notice to the Lenders and the BorrowerBorrower (provided that no such notice to the Borrower shall be required if an Event of Default under Section 8.01(f) or (g) shall have occurred and be continuing). If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f) or Section 8(f(g) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approvaladministrative agent, and the former retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, without the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such former Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has been appointed and accepted such appointment as the Administrative Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Required Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the entering Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s notice of resignation without a successor agent having been appointed, the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If the Administrative Agent becomes a Defaulting Lender, the Administrative Agent may be removed as the Administrative Agent hereunder by the Borrower or the Required Lenders. 152 Any resignation by Royal Bank as Administrative Agent pursuant to this Section 9.09 shall also constitute its resignation as such an L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder or upon the expiration of the 30-day period following the retiring Administrative Agent’s notice of resignation without a successor agent hereunderhaving been appointed, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent such successor (if any) shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (ii) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under this Agreement and the other Loan Documents and (iiiii) after the successor L/C Issuer (if any) shall issue letters of credit in substitution for the Letters of Credit issued by the resigning L/C Issuer, if any, outstanding at the time of such resignation succession or removal for as long as it continues make (or the Borrower shall enter into) other arrangements satisfactory to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any retiring L/C Issuer to effectively assume the obligations of the Lenders and (b) in retiring L/C Issuer with respect to such Letters of any actions taken in connection with transferring the agency to any successor Administrative AgentCredit.

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansLoans or Letters of Credit. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent or the Documentation Agents may, at any time, by notice to the Lenders and the Administrative Agent, resign as an Agent hereunder, whereupon the duties, rights, obligations and responsibilities of such Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by such Arranger, such Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s resignation as such agent hereunderAgent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent Any may resign as Administrative Agent such upon 10 30 days’ ' notice to the Lenders and the BorrowerLenders. If the Administrative any Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lendersshall, which successor agent shall with (unless an so long as no Event of Default under Section 8(aexists) or Section 8(f) with respect to the consent of Borrower shall have occurred and be continuing) be subject to approval by the Borrower Representative (which approval shall may not be unreasonably withheld or delayed), whereupon such appoint from among the Lenders a successor Agent for the Lenders. If no successor agent shall is appointed prior to the effective date of the resignation of an Agent, such Agent may appoint, after consulting with the Lenders and Borrower Representative, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent under this Agreement, that successor agent will succeed to all the rights, powers powers, and duties of the retiring Agent and the term "Administrative Agent" or "Collateral Agent," as applicable, will mean that successor agent, and the term “Administrative retiring Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall will be terminated, without . After any other or further act or deed on the part of such former Administrative Agent or any of the parties to retiring Agent's resignation under this Agreement as an Agent, the provisions of this Section 14.10 and Sections 15.5 and 15.17 will inure to its benefit as to any actions taken or any holders of the Loansomitted to be taken by it while it was an Agent under this Agreement. If no successor agent has accepted appointment as Administrative Agent successor agent by the date that which is 10 30 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall will nevertheless thereupon become effective, effective and the Required Lenders shall assume and perform all of the duties of the Administrative retiring Agent hereunder under this Agreement until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunder, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Credit Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a7(a) or Section 8(f7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any the retiring Administrative Agent’s 's resignation as such agent hereunderAdministrative Agent, the provisions of this Section 9 8 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Administrative Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Credit Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as ---------------- Administrative Agent upon 10 days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s 's resignation as such agent hereunderAgent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 ten days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 ten days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent, if any, hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s 's resignation as such agent hereunderAgent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Either Administrative Agent may resign as an Administrative Agent upon 10 thirty (30) days’ notice to the Lenders and the BorrowerLenders. If the an Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders (or the Requisite Class Lenders holding Canadian Commitments, with respect to a resignation by the Canadian Administrative Agent) shall appoint from among the Lenders a successor agent for the such Lenders, which successor agent shall (unless be consented to by the U.S. Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a) or Section 8(f(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the U.S. Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of an Administrative Agent, whereupon such Administrative Agent may appoint, after consulting with the Lenders and the U.S. Borrower, a successor agent from among the applicable Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring applicable Administrative Agent, Agent and the term “U.S. Administrative Agent,” or “Canadian Administrative Agent,” as the case may be shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former applicable retiring Administrative Agent’s rightsappointment, powers and duties as the applicable Administrative Agent shall be terminated, without any other or further act or deed on . After the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the applicable retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring applicable Administrative Agent’s resignation as such agent hereunder, the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent the applicable Administrative Agent under this Agreement Agreement. If no successor agent has accepted appointment as the applicable Administrative Agent by the date which is thirty (30) days following the applicable retiring Administrative Agent’s notice of resignation, such retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the other Loan Documents Lenders shall perform all of the duties of such Administrative Agent hereunder until such time, if any, as the Required Lenders (or the Requisite Class Lenders holding Canadian Commitments, with respect to a resignation by the Canadian Administrative Agent) appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor every successor Administrative Agent shall thereupon succeed to and (ii) after become vested with all the rights, powers, discretion, privileges, and duties of such resignation or removal for as long as it continues to act in any capacity hereunder or retiring Administrative Agent, and such retiring Administrative Agent shall be discharged from its duties and obligations under the other Loan Documents. After an Administrative Agent’s resignation hereunder as an Administrative Agent, including (a) holding any collateral security on behalf the provisions of any of the Lenders and (b) this Article IX shall continue in effect for its benefit in respect of any actions taken in connection with transferring the agency or omitted to any successor be taken by it while it was acting as Administrative Agent.

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred exist and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansLoans or issuers of Letters of Credit. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The German Agent may resign as German Agent upon 10 days notice to the Lenders, the Borrower and the German Borrower. If the German Agent shall resign as German Agent under this Agreement and the other Loan Documents, then a majority of the German Lenders shall appoint from among the German Lenders a successor agent for the German Lenders, whereupon such successor agent shall succeed to the rights, powers and duties of the German Agent, and the term “German Agent” shall mean such successor agent effective upon such appointment and approval, and the former German Agent’s rights, powers and duties as German Agent shall be terminated, without any other or further act or deed on the part of such former German Agent or any of the parties to this Agreement or any holders of the Loans or issuers of German Letters of Credit. If no successor agent has accepted appointment as German Agent by the date that is 10 days following a retiring German Agent’s notice of resignation, the retiring German Agent’s resignation shall nevertheless thereupon become effective, and the German Lenders shall assume and perform all of the duties of the German Agent hereunder until such time, if any, as the such Lenders appoint a successor agent as provided for above. Any Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of such Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by any Arranger, any Agent or any Lender. After any retiring Administrative Agent’s resignation as such agent hereunderAgent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents Documents. In addition to the foregoing, if the Administrative Agent becomes a Defaulting Lender, the Required Lenders may require the resignation of the Administrative Agent and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under shall be effective upon the other Loan Documents, including (a) holding any collateral security on behalf appointment of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any a successor Administrative Agent, with the consent of the Borrower, if applicable, as set forth above.

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 15 days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansLoans or Letters of Credit. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 15 days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Each of the Syndication Agent and the Documentation Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent or Documentation Agent, as applicable, hereunder, whereupon the duties, rights, obligations and responsibilities of such Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by any Arranger, any Agent or any Lender. After any retiring Administrative Agent’s 's resignation as such agent hereunderAgent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as the Administrative Agent upon 10 thirty (30) days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by Dollarama at all times other than during the existence of an Event of Default under Section 8(a8.01(f) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of Dollarama shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and Dollarama, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent,” shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, without the provisions of this Article 9 and Sections 10.04 and 10.05 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such former Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection or opposability of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s resignation hereunder as such agent hereunderthe Administrative Agent, the provisions of this Section Article 9 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and acting as the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as the Administrative Agent and Collateral Agent upon 10 thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as 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 Borrower and the Required Lenders. If the Administrative Agent resigns or is removed under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which appointment of a successor agent shall (unless require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(f) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation (but not removal) of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and Collateral Agent and the term “Administrative Agent” shall mean such successor administrative agent effective upon (and the term “Collateral Agent” shall mean such appointment and approvalsuccessor collateral agent and/or supplemental agent, as described in Section 9.01(c)), and the former retiring or removed Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent and Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, After the retiring or removed Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of hereunder as the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunder, the provisions of this Article IX and Section 9 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent the Administrative Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it the Administrative Agent continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent. If no successor agent has accepted appointment as the Administrative Agent and Collateral Agent by the date which is 30 days following the retiring (but not removed) Administrative Agent’s and Collateral Agent’s notice of resignation, the retiring Administrative Agent’s and Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may 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 Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations under the Loan Documents.

Successor Agents. The Administrative Any Agent may may, at any time, resign as Administrative Agent upon 10 30 days’ ' written notice to the Lenders and the BorrowerLenders. If the Administrative an Agent shall resign as Administrative Agent resigns under this Agreement and the other a Loan DocumentsDocument, then the Required Lenders shall appoint from among the Lenders a successor agent for the LendersAgent, which successor agent Agent shall (unless be subject to the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders, whereupon 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 the Borrower, to appoint a successor Agents; PROVIDED, that such successor agent 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 of the resigning Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor Agent from among the Lenders. Upon the acceptance of any appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the Administrative retiring Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative retiring Agent shall be terminateddischarged from its duties and obligations as an Agent, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to as appropriate, under this Agreement and the other Loan Documents and the provisions of this SECTION 9.09 shall inure to its benefit as to any actions taken or any holders of the Loansomitted to be taken by it while it was an Agent under this Agreement. If no successor agent Administrative Agent has accepted appointment as Administrative Agent by within sixty days after the date that is 10 days following a retiring Administrative Agent’s 's giving notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunder, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The (a) Subject to the appointment of a successor as set forth herein, (i) upon ten (10) days’ prior written notice to the Administrative Agent, the Administrative Agent may be removed by the Required Lenders or the Borrower if the Administrative Agent is a Defaulting Lender (solely pursuant to clause (d) of the definition thereof) and (ii) the Administrative Agent may resign as the Administrative Agent upon 10 thirty (30) days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent resigns or is removed under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower (unless which consent of the Borrower shall not be unreasonably withheld or delayed if such successor is a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of $5,000,000,000) at all times other than if an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed8.01(a), whereupon (f), or (g) is continuing. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent,” shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, without the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such former Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has been appointed and accepted such appointment as the Administrative Agent by the date that which is 10 sixty (60) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and . Upon the Lenders shall assume and perform all acceptance of the duties of any appointment as the Administrative Agent hereunder until by a successor and upon the execution and filing or recording of such timefinancing statements, if anyor amendments thereto, and such amendments or supplements to any Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders appoint may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor or upon the expiration of the sixty-day period following the retiring Administrative Agent’s notice of resignation without a successor agent as provided for abovehaving been appointed, the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s resignation hereunder as such agent hereunderthe Administrative Agent, the provisions of this Section 9 Article IX shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and acting as the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent may resign as Administrative Agent Agent, upon 10 twenty (20) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Credit Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lendersagent, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rightsrights (other than any rights to indemnity payments owed to the retiring Administrative Agent), powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rightsrights (other than any rights to indemnity payments owed to the retiring Administrative Agent), powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no applicable successor agent has accepted appointment as Administrative Agent by the date that is 10 twenty (20) days following a such retiring Administrative Agent’s notice of resignation, the such retiring Administrative Agent’s resignation shall nevertheless thereupon become effectiveeffective (except that in the case of any Collateral held by the Administrative Agent for the benefit of the Secured Parties under any of the Credit Documents, the Administrative Agent will continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative an Agent’s resignation as such agent hereunderthe Administrative Agent, the provisions of this Section 9 Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Credit Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.. 115

Successor Agents. The Administrative Agent may resign as Administrative Agent upon 10 ten days’ ' notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “"Administrative Agent” " shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s 's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement 91 or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 ten days following a retiring Administrative Agent’s 's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent, if any, hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Administrative Agent’s 's resignation as such agent hereunderAgent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The EachThe Administrative Agent may resign as the applicable Administrative Agent or, if applicable,and the Collateral Agent may resign as Collateral Agent in respect of this Agreement or one or more Facilities hereunder upon 10 ten (10) days’ notice to the Lenders Company and the BorrowerLenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Lenders in respect of such Facilities). If the anythe Administrative Agent shall resign as Administrative or Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then 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 agent for the Lenders, which appointment of a successor agent shall (unless require the consent of the Company at all times other than during the existence of an Event of Default under Section 8(a8.01(f) or Section 8(f(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Company shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the resigning Administrative Agent, whereupon the resigning Administrative Agent may, but shall have no obligation to do so, appoint, after consulting with the Company and the 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),, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent (and Collateral Agent, if applicable) and the term “Term Loan Administrative Agent” or “Revolving Facility AdministrativeCollateral Agent”, as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be (andor, if applicable, the term “Collateral Agent” shall mean such successor collateral agent effective upon such appointment and approvaland/or supplemental agent, as described in Section 9.01(c)), and the former retiring Administrative Agent’s rightsappointment, powers and duties as the applicable Administrative Agent and, if applicable, Collateral Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the applicable Administrative Agent and, without if applicable,or Collateral Agent, the provisions of Article III, this Article IX and Section 10.04 and Section 10.05, together with any other indemnification, expense reimbursement or further act similar provision contained in any other Loan Document, shall inure to its benefit as to any actions taken or deed on the part of omitted to be taken by it 183 while it was such former Administrative Agent or any of the parties to Collateral Agent, as applicable, under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the applicable Administrative Agent and, if applicable,or Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation as the applicable Administrative Agent and, if applicable,or Collateral Agent shall nevertheless thereupon become effective, the applicable retiring Agents shall be discharged from theirits duties and obligations under the Loan Documents, 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 assume and perform all of the duties of the applicable Administrative Agent and, if applicable, or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveabove (except, if applicable, 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). After Upon the acceptance of any appointment as the applicable Administrative Agent and, if applicable,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 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 Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent and, if applicable,or Collateral Agent, and the retiring Administrative Agent and, if applicable,or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. Any corporation or association into which anythe Administrative Agent or the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which anythe Administrative Agent or the Collateral Agent is a party, will be and become the applicable successor Administrative Agent and/or, if successor Collateral Agent, as applicable, under this Agreement and will have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act. In addition, the Required Lenders may at any time cause an Agent to resign as an Agent (provided that the Required Revolving Credit Lenders shall be required to cause the Revolving Facility Administrative Agent to resign) and, upon payment of all amounts due and owing such Agent under this Agreement or any other Loan Document, the retiring Administrative Agent’s resignation as such agent hereunderthe applicable Administrative Agent and, if applicable, Collateral Agent shall thereupon become effective, the provisions of this Section 9 retiring Agents shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement discharged from their duties and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or obligations under the other Loan Documents, including and the Lenders shall perform all of the duties of such Administrative Agent and, if applicable,or Collateral Agent hereunder until such time, if any, as the Required Lenders (aor the Required Revolving Credit Lenders in the case of the Revolving Facility Administrative Agent) holding appoint a successor agent as provided for above (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 Lenders and (b) in respect of any actions taken in connection with transferring Loan Documents, the agency retiring Collateral Agent shall continue to any hold such collateral security until such time as a successor Administrative AgentCollateral Agent is appointed).

Successor Agents. The Administrative Either Agent may resign as Administrative Agent upon 10 thirty (30) days’ notice to the Lenders Lenders, such other Agent and the Borrower. If the Administrative either Agent shall resign as Administrative such Agent in its applicable capacity under this Agreement and the other Loan Credit Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lendersagent, which successor agent shall (unless an Event of Default under Section 8(aSections 10.01(a) or (h) or arising from breach of Sections 8.01(b) or (c) or Section 8(f9.12 (after giving effect to Section 10.03) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agentsuch Agent in its applicable capacity, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent in its applicable capacity shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no applicable successor agent has accepted appointment as Administrative such Agent in its applicable capacity by the date that is 10 thirty (30) days following a such retiring Administrative Agent’s notice of resignation, the such retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative such Agent hereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent as provided for above; provided that the Collateral Agent shall continue to hold any Liens granted to it under the Credit Documents until such time as a successor shall be appointed hereunder. After any retiring Administrative Agent’s resignation as such agent hereunderthe Administrative Agent or the Collateral Agent, as applicable, the provisions of this Section 9 Article XI shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Credit Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The (a) Subject to the appointment of a successor as set forth herein, (i) upon ten (10) days’ prior written notice to the Administrative Agent, the Administrative Agent may be removed by the Required Lenders or the Borrower if the Administrative Agent is a Defaulting Lender (solely pursuant to clause (d) of the definition thereof) and (ii) the Administrative Agent may resign as the Administrative Agent upon 10 thirty (30) days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent resigns or is removed under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower (unless which consent of the Borrower shall not be unreasonably withheld or delayed if such successor is a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of $5,000,000,000) at all times other than if an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed8.01(a), whereupon (f), or (g) is continuing. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent,” shall mean such successor administrative 165 Syniverse Credit Agreement agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, without the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such former Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has been appointed and accepted such appointment as the Administrative Agent by the date that which is 10 sixty (60) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and . Upon the Lenders shall assume and perform all acceptance of the duties of any appointment as the Administrative Agent hereunder until by a successor and upon the execution and filing or recording of such timefinancing statements, if anyor amendments thereto, and such amendments or supplements to any Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders appoint may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor or upon the expiration of the sixty-day period following the retiring Administrative Agent’s notice of resignation without a successor agent as provided for abovehaving been appointed, the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s resignation hereunder as such agent hereunderthe Administrative Agent, the provisions of this Section 9 Article IX shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and acting as the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. (a) The Administrative Agent may resign as Administrative Agent upon 10 days’ notice to the Lenders Lender and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders Lender a successor agent for the LendersLender, which successor agent shall (unless an Event of Default under Section 8(a7(a) or Section 8(f7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the LoansLoan. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders Lender shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunder, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Subject to the appointment of a successor as set forth herein, (i) upon ten (10) days’ prior written notice to the Administrative Agent, the Administrative Agent may be removed by the Required Lenders or the Borrower if the Administrative Agent is a Defaulting Lender (solely pursuant to clause (d) of the definition thereof) and (ii) the Administrative Agent may resign as the Administrative Agent upon 10 thirty (30) days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent resigns or is removed under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower (unless which consent of the Borrower shall not be unreasonably withheld or delayed if such successor is a commercial bank organized under the laws of the United States of America or any political subdivision thereof which has combined capital and reserves in excess of $5,000,000,000) at all times other than if an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed8.01(a), whereupon (f), or (g) is continuing. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent and the term “Administrative Agent,” shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former retiring Administrative Agent’s rightsappointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, without the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any other actions taken or further act or deed on omitted to be taken by it while it was the part of such former Administrative Agent or any of the parties to under this Agreement or any holders of the LoansAgreement. If no successor agent has been appointed and accepted such appointment as the Administrative Agent by the date that which is 10 sixty (60) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and . Upon the Lenders shall assume and perform all acceptance of the duties of any appointment as the Administrative Agent hereunder until by a successor and upon the execution and filing or recording of such timefinancing statements, if anyor amendments thereto, and such amendments or supplements to any Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders appoint may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of 151 Syniverse Second Lien Credit Agreement the retiring Administrative Agent. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor or upon the expiration of the sixty-day period following the retiring Administrative Agent’s notice of resignation without a successor agent as provided for abovehaving been appointed, the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s resignation hereunder as such agent hereunderthe Administrative Agent, the provisions of this Section 9 Article IX shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and acting as the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.