Common use of Successor Agent Clause in Contracts

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

Successor Agent. The Administrative Agent may resign as Administrative at any time by giving not less than 30 days' prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent upon ten days’ shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent's giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Agent has been appointed pursuant to the Lenders foregoing, within 30 days after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the Borrower. If Requisite Lenders shall thereafter perform all the Administrative duties of Agent resigns hereunder until such time, if any, as the Administrative Requisite Lenders appoint a successor Agent as provided above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or an Event of Default has occurred and is continuing. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or the effective date of the resigning Agent's resignation, the resigning Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event except that any indemnity rights or other rights in favor of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)continue. After any retiring Administrative resigning Agent’s 's resignation as Administrative Agenthereunder, the provisions of this Section 9.09 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative acting as Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten at any time by giving not less than 30 days’ prior written notice thereof to Lenders and Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Agent has been appointed pursuant to the Lenders foregoing, within 30 days after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the Borrower. If Requisite Lenders shall thereafter perform all the Administrative duties of Agent resigns hereunder until such time, if any, as the Administrative Requisite Lenders appoint a successor Agent as provided above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or an Event of Default has occurred and is continuing. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or the effective date of the resigning Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event except that any indemnity rights or other rights in favor of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without continue. After any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative resigning Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Section 9.09 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative acting as Agent under this Agreement and the other Loan Documents.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten at any time by giving not less than thirty (30) days’ prior written notice thereof to Lenders and Borrower Representative. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days after the resigning Agent’s giving notice of resignation, then the resigning Agent may, on behalf of Lenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Agent has been appointed pursuant to the Lenders foregoing, within thirty (30) days after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the Borrower. If Requisite Lenders shall thereafter perform all the Administrative duties of Agent resigns hereunder until such time, if any, as the Administrative Requisite Lenders appoint a successor Agent as provided above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or an Event of Default has occurred and is continuing. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or the effective date of the resigning Agent’s resignation, the resigning Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event except that any indemnity rights or other rights in favor of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without continue. After any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative resigning Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Section 9.09 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative acting as Agent under this Agreement and the other Loan Documents.

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

Successor Agent. The Administrative Agent may (a) may, at any time, resign as Administrative Agent upon ten days’ 20 days written notice to the Lenders or (b) may be removed for willful misconduct or gross negligence by written notice from the Required Lenders; provided that no consent of the Borrowers shall be required during the existence and the Borrowercontinuation of an Event of Default. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation or removal, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for Administrative Agent. In the Lenders, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties case of the Administrative Agent’s resignation or removal, and the reference to the resigning if no successor Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 10 45 days after the retiring Administrative Agent gives notice of its resignationresignation or removal, then the retiring Administrative Agent may, on behalf of the Lenders, appoint shall select a successor Administrative Agent which shall be provided such successor is a bank with an office in New York, New York, Lender hereunder or an Affiliate of any such bankEligible Assignee. If no such successor agent has accepted appointment as Administrative Agent shall have been appointed by the date that is ten days following a retiring Administrative Agent’s , and shall have accepted such appointment, within 45 days after such notice of resignation, the retiring Administrative Agent’s resignation will such notice shall nevertheless thereupon become effective, effective and the Required Lenders will thereafter shall perform all of the duties of such the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor as provided above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor, if any, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, which and the retiring or removed Administrative Agent shall (unless a Specified Event of Default shall have occurred be discharged from its duties and be continuing) be subject to approval by obligations as the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 9.09 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement and the other Loan DocumentsCredit Agreement. Any syndication agent or documentation agent hereunder may resign at any time without any requirement that a successor syndication agent or documentation agent, respectively, be appointed in its stead.

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

Successor Agent. The Administrative Agent and/or the Collateral Agent may resign as the Administrative Agent and/or Collateral Agent, as the case may be, upon ten 20 days’ prior written notice to the Lenders Lenders, the Letter of Credit Issuer, the Swingline Lender, the other Agents and the Borrower. If the Administrative Agent resigns 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 and/or Collateral Agent shall resign or be removed as the Administrative Agent and/or the Collateral Agent under this Agreement and the other Loan Credit Documents, then (a) the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders within 30 days, or (b) in the case of a resignation, the Administrative Agent and/or the Collateral Agent may, on behalf of the Lenders, which appoint a successor agent Administrative Agent and/or the Collateral Agent, as applicable, selected from among the Lenders. In either case, the successor shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval approved by the Borrower (which approval shall not be unreasonably withheld and shall not be required if an Event of Default under Section 11.1 or delayed11.5 shall have occurred and be continuing), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and/or the Collateral Agent, and the reference to the resigning term “Administrative Agent means Agent,” and/or “Collateral Agent,” as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s and/or Collateral Agent’s rights, powers and duties as the Administrative Agent and/or the Collateral Agent shall be terminated, terminated without any other or further act or deed on the part of such former Administrative Agent and/or Collateral Agent or any of the parties to this Agreement or any Lenders or other holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent and/or the Collateral Agent by the date that which is ten 30 days following a the retiring Administrative Agent’s and/or Collateral Agent’s notice of resignation, as the case may be, (x) the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, effective and the Required Lenders will thereafter shall perform all of the duties of such the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative as provided for above and (y) the retiring Collateral Agent, which ’s resignation shall (unless nevertheless thereupon become effective at such time as a Specified Event of Default successor Collateral Agent shall have occurred been appointed, and such successor Collateral Agent shall have accepted such appointment, in accordance with the terms of this Section 12.11 and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be continuing) necessary or desirable, or as the Required Lenders may reasonably request, in order to continue the perfection of the Liens granted or purported to be subject to approval granted by the Borrower (which approval shall not be unreasonably withheld or delayed)Security Documents. After any retiring or removed Administrative Agent’s and/or the Collateral Agent’s resignation or removal as the Administrative Agent and/or Collateral Agent, the provisions of this Section 9.09 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent and/or Collateral Agent under this Agreement and the other Loan Credit Documents.

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

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten at any time by giving 30 days’ prior written notice thereof to the Lenders and the BorrowerCompany. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such notice of resignation, then the Required Requisite Lenders shall appoint from among have the Lenders a successor agent for the Lendersright, which successor agent shall (unless a Specified with, so long as no Potential Event of Default or Event of Default shall have occurred and be continuing) be subject , the consent of Company (not to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loansappoint a successor. If no successor shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within 10 30 days after the retiring resigning Administrative Agent gives notice of its resignation, then the retiring resigning Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent has been appointed pursuant to the immediately preceding sentence by the 30th day after the date that is ten days following a retiring such notice of resignation was given by such Administrative Agent’s notice of resignation, the retiring such Administrative Agent’s resignation will nevertheless thereupon shall become effective, effective and the Required Requisite Lenders will shall thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Requisite Lenders appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, which that successor Administrative Agent shall (unless a Specified Event thereupon succeed to and become vested with all the rights, powers, privileges and duties of Default the retiring Administrative Agent, as the case may be, and the retiring Administrative Agent shall have occurred be discharged from its duties and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)obligations under this Agreement. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9.09 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan DocumentsAgreement.

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

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

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

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

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time give notice of its resignation to the Lenders Lenders, the Swingline Lender, the Letter of Credit Issuer and the Borrower. If the Administrative Agent resigns and/or Swingline Lender becomes a Defaulting Lender, then such Administrative Agent or Swingline Lender may be removed as the Administrative Agent under this Agreement or Swingline Lender, as the case may be, at the reasonable request of the Borrower and the other Loan DocumentsRequired Revolving Lenders. Upon receipt of any such notice of resignation or removal, then as the Required case may be, the Majority Lenders shall appoint from among have the Lenders a successor agent for the Lendersright, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the consent of the Borrower (which approval shall not to be unreasonably withheld or delayed)) so long as no Default under Section 12.1 or 12.5 is continuing, whereupon to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such successor agent shall succeed to bank with an office in the rightsUnited States. If, powers and duties in the case of the resignation of the Administrative Agent, and the reference to the resigning Administrative Agent means no such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 10 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders, the Swingline Lender and the Letter of Credit Issuer, appoint a successor Administrative Agent which meeting the qualifications set forth above. Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, 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 Majority 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 of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be a bank with an office discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in New York, New York, or an Affiliate this Section). The fees payable by the Borrower (following the effectiveness of any such bank. If no appointment) to the successor agent has accepted appointment as Administrative Agent by shall be the date that is ten days following a retiring Administrative Agent’s notice of resignation, same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, hereunder and under the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative AgentCredit Documents, the provisions of this Article XIII (including Section 9.09 13.8) and Section 14.5 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent was acting as the Administrative Agent. Any resignation of any Person as Administrative Agent pursuant to this Section shall also constitute its resignation as Letter of Credit Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under this Agreement and the other Loan Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

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

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

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

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

Successor Agent. The Administrative Agent and/or the Collateral Agent may resign as the Administrative Agent and/or Collateral Agent, as the case may be, upon ten 30 days’ prior written notice to the Lenders Lenders, the Letter of Credit Issuer, the Swingline Lender, the other Agents and the Borrower. If the Administrative Agent resigns 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 and/or Collateral Agent shall resign or be removed as the Administrative Agent and/or the Collateral Agent under this Agreement and the other Loan Credit Documents, then (a) the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders within 30 days, or (b) in the case of a resignation, the Administrative Agent and/or the Collateral Agent may, on behalf of the Lenders, which appoint a successor agent Administrative Agent and/or the Collateral Agent, as applicable, selected from among the Lenders. In either case, the successor shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval approved by the Borrower (which approval shall not be unreasonably withheld and shall not be required if an Event of Default under Section 11.1 or delayed11.5 shall have occurred and be continuing), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and/or the Collateral Agent, and the reference to the resigning term “Administrative Agent means Agent,” and/or “Collateral Agent,” as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s and/or Collateral Agent’s rights, powers and duties as the Administrative Agent and/or the Collateral Agent shall be terminated, terminated without any other or further act or deed on the part of such former Administrative Agent and/or Collateral Agent or any of the parties to this Agreement or any Lenders or other holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent and/or the Collateral Agent by the date that which is ten 30 days following a the retiring Administrative Agent’s and/or Collateral Agent’s notice of resignation, as the case may be, (x) the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, effective and the Required Lenders will thereafter shall perform all of the duties of such the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative as provided for above and (y) the retiring Collateral Agent, which ’s resignation shall (unless nevertheless thereupon become effective at such time as a Specified Event of Default successor Collateral Agent shall have occurred been appointed, and such successor Collateral Agent shall have accepted such appointment, in accordance with the terms of this Section 12.11 and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be continuing) necessary or desirable, or as the Required Lenders may reasonably request, in order to continue the perfection of the Liens granted or purported to be subject to approval granted by the Borrower (which approval shall not be unreasonably withheld or delayed)Security Documents. After any retiring or removed Administrative Agent’s and/or the Collateral Agent’s resignation or removal as the Administrative Agent and/or Collateral Agent, the provisions of this Section 9.09 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent and/or Collateral Agent under this Agreement and the other Loan Credit Documents.

Successor Agent. The Administrative Agent may may, and at the request of the Required Banks shall, resign as Administrative Agent upon ten 30 days’ ' notice to the Lenders and the BorrowerBanks. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders Banks shall appoint from among the Lenders Banks a successor agent for the Lenders, Banks which successor agent shall (unless be approved by a Specified Event majority of Default shall have occurred and be continuing) be subject to approval by the Borrower Borrowers (which approval consent shall not be unreasonably withheld or delayedwithheld). 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 Banks and the Borrowers, a successor agent from among the Banks. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent, and the reference to the resigning Administrative Agent means " shall mean such successor agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rights's appointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 9.09 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. If no successor agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the other Loan DocumentsBanks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Banks appoint a successor agent as provided for above.

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

Successor Agent. The Administrative Agent may (a) may, at any time, resign as Administrative Agent upon ten days’ twenty (20) days written notice to the Lenders or (b) may be removed, with the consent of the Borrowers, for willful misconduct or gross negligence by written notice from the Required Lenders; provided that no consent of the Borrowers shall be required during the existence and the Borrowercontinuation of an Event of Default. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation or removal, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for Administrative Agent. In the Lenders, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties case of the Administrative Agent's resignation or removal, and the reference to the resigning if no successor Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 10 forty-five (45) days after the retiring Administrative Agent gives notice of its resignationresignation or removal, then the retiring Administrative Agent may, on behalf of the Lenders, appoint shall select a successor Administrative Agent which shall be provided such successor is a bank with an office in New York, New York, Lender hereunder or an Affiliate of any such bankEligible Assignee. If no such successor agent has accepted appointment as Administrative Agent shall have been appointed by the date that is ten days following a retiring Administrative Agent’s , and shall have accepted such appointment, within forty-five (45) days after such notice of resignation, the retiring Administrative Agent’s resignation will such notice shall nevertheless thereupon become effective, effective and the Required Lenders will thereafter shall perform all of the duties of such the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor as provided above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor, if any, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent, which and the retiring or removed Administrative Agent shall (unless a Specified Event of Default shall have occurred be discharged from its duties and be continuing) be subject to approval by obligations as the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 9.09 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement and the other Loan DocumentsCredit Agreement. JPMorgan Chase Bank, as syndication agent hereunder, may resign at any time without any requirement that a successor syndication agent be appointed in its stead.

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

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

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

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

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

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

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

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

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

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

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

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

Successor Agent. The Administrative Agent may may, at any time, resign as Administrative Agent upon ten days’ twenty (20) days written notice to the Lenders and the BorrowerCredit Parties. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon Upon any such successor agent shall succeed to the rights, powers and duties resignation of the Administrative Agent, and the reference Required Lenders shall have the right to appoint a successor Administrative Agent (subject, except when an Event of Default exists, to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any consent of the parties Borrower, not to this Agreement or any holders of the Term Loansbe unreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 10 sixty (60) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint shall select a successor Administrative Agent which (subject, except when an Event of Default exists, to the consent of Borrower, not to be unreasonably withheld); provided such successor is an Eligible Assignee (or if no Eligible Assignee shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent have been so appointed by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effectiveAgent and shall have accepted such appointment, and then the Required Lenders will thereafter shall perform all obligations of the duties of such retiring Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default Agent shall have occurred been appointed and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayedhave accepted such appointment as provided for above). After Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent’s resignation as , and shall assume the duties and obligations of such retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under this Credit Agreement and the other Loan Documents and the provisions of this Section 9.09 SECTION 12.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan DocumentsCredit Agreement.

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

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

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

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

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

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

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

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten thirty (30) days’ notice to the Lenders and the Administrative Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be subject to the approval of Administrative Borrower (unless a Specified such approval not to be unreasonably withheld, conditioned or delayed), so long as no Event of Default shall exist or have occurred and be continuing) be subject . If no successor agent is appointed prior to approval the effective date of the resignation of Agent, Agent may appoint, after consulting with Lenders and Administrative Borrower, a successor agent from among Lenders. In the event that no Lender accepts such designation, Agent may appoint a commercial bank that is organized under the laws of the United States of America or any state or district thereof, has a combined capital surplus of at least $200,000,000 and so long as no Event of Default exists or has occurred and is continuing, is acceptable to Administrative Borrower. Upon the acceptance by the Borrower (which approval shall not be unreasonably withheld or delayed)Lender so selected of its appointment as successor agent hereunder, whereupon such successor agent shall succeed to all of the rights, powers and duties of the Administrative Agent, retiring Agent and the reference to term “Agent” as used herein and in the resigning Administrative Agent means other Financing Agreements shall mean such successor agent effective upon such appointment and approval, and the former Administrative retiring Agent’s rightsappointment, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties . The fees payable by Borrowers to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New Yorkthe same as those payable to its predecessor unless otherwise agreed between Administrative Borrower and such successor. After any retiring Agent’s resignation hereunder as Agent, New York, the provisions of this Section 14 shall inure to its benefit as to any actions taken or an Affiliate of any such bankomitted by it while it was Agent under this Agreement. If no successor agent has accepted appointment as Administrative Agent by the date that which is ten thirty (30) days following after the date of a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless shall nonetheless thereupon become effective, effective and the Required Lenders will thereafter shall perform all of the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which agent as provided for above. Any resignation by Agent pursuant to this Section shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s also constitute its resignation as Administrative AgentIssuing Bank and Swing line Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the provisions rights, powers, privileges and duties of this Section 9.09 the retiring Issuing Bank and Swing Line Lender, (b) the retiring Issuing Bank and Swing Line Lender shall inure to its benefit as to any actions taken be discharged from all of their respective duties and obligations hereunder or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.Financing Agreements, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. 144

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

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

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten at any time by giving 30 days’ prior written notice thereof to the Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation or removal, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the LendersAdministrative Agent, which successor agent shall (unless a Specified appointment shall, provided that no Default or Event of Default shall have occurred and be continuing) , be subject to approval by the Borrower (which approval shall consent of the Borrower, such consent not to be unreasonably withheld withheld, conditioned or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent Agent, which shall be a commercial bank with an office in New Yorkorganized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, New Yorkand upon the execution and filing or recording of such financing statements, or an Affiliate amendments thereto and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of any the Liens granted or purported to be granted by this Agreement, such bank. If no successor agent has accepted appointment as Administrative Agent by shall succeed to and become vested with all the date that is ten days following a rights, powers, discretion, privileges and duties of the retiring Administrative Agent’s , and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon or removal under this Section 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders will shall thereafter perform all the duties of such the retiring Administrative Agent hereunder and/or under any other the Loan Document Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as the Administrative AgentAgent shall have become effective, the provisions of this Section 9.09 Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement and the other Loan DocumentsAgreement.

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

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

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

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving written notice thereof to the Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Lenders. If Upon any such resignation or removal, the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan Documents, then the Required Majority Lenders shall appoint from among have the Lenders a successor agent for right, with the Lenders, which successor agent shall prior written consent of the Borrower (unless a Specified an Event of Default shall have or an event that, with the giving of notice or the passage of time, or both, would constitute an Event of Default has occurred and be is continuing) be subject to approval by the Borrower (), which approval consent shall not be unreasonably withheld or delayed), whereupon such to appoint a successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders Majority Lenders, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Majority Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent Agent, which shall be a commercial bank with an office described in New York, New York, clause (i) or an Affiliate (ii) of the definition of “Eligible Assignee” and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any such bank. If no successor agent has accepted appointment as Administrative Agent hereunder by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which such successor Administrative Agent shall (unless a Specified Event thereupon succeed to and become vested with all the rights, powers, privileges and duties of Default the retiring Administrative Agent, and the retiring Administrative Agent shall have occurred be discharged from its duties and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9.09 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. Notwithstanding the foregoing, if no Event of Default, and no event that with the other Loan Documentsgiving of notice or the passage of time, or both, would constitute an Event of Default, shall have occurred and be continuing, then no successor Administrative Agent shall be appointed under this Section 7.06 without the prior written consent of the Borrower, which consent shall not be unreasonably withheld or delayed.

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

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

Successor Agent. The Administrative Agent may resign as Administrative Agent at any time upon ten days’ written notice to the Lenders Borrower and the BorrowerLenders. If Upon any such notice of resignation, the Required Lenders shall, with the prior written consent of the Borrower (which consent shall not be unreasonably withheld), have the right to appoint a successor to the Administrative Agent resigns as (provided that the Administrative Agent under this Agreement and Borrower's consent shall not be required in the other Loan Documents, then the Required Lenders shall appoint from among the Lenders event a successor agent for the Lenders, which successor agent shall (unless a Specified Default or Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersLenders and after consulting with the Lenders and the Borrower, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, financial institution having a rating of not less than "A" or an Affiliate its equivalent by Standard & Poor's or any of the Lenders. Upon the acceptance of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which such successor Administrative Agent shall (unless a Specified Event thereupon succeed to and become vested with all the rights, powers, privileges and duties of Default the retiring Administrative Agent, and the retiring Administrative Agent shall have occurred be discharged from its duties and be continuing) be subject to approval by obligations hereunder and under the Borrower (which approval shall not be unreasonably withheld or delayed)other Credit Documents. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Section 9.09 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent under this Agreement has accepted appointment as Administrative Agent by the thirtieth (30th) day following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Loan DocumentsCredit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

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

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

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Administrative Agent may resign as Administrative Agent upon ten days’ notice to at any time by notifying the Lenders and Borrower no later than thirty (30) days prior to the Borrowereffective date of such resignation. If the Administrative Agent resigns as the Administrative Agent may be removed involuntarily only for a material breach of its respective duties and obligations hereunder and under this Agreement and the other Loan DocumentsCredit Documents or for bad faith, gross negligence or willful misconduct in connection with the performance of its respective duties hereunder or under the other Credit Documents and then only upon the affirmative vote of the Required Lenders (determined after giving effect to Section 11.3.3). Upon any such resignation or removal of Administrative Agent, the Required Lenders shall have the right, with, provided no Event of Default has occurred and is continuing, the consent of Borrower (such consent not to be unreasonably withheld, conditioned, or delayed) to appoint from among the Lenders a successor agent for the LendersAdministrative Agent, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other (or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loanshave an Affiliate that is) a Lender hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment appointment, within 10 thirty (30) days after the retiring Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the applicable retiring Agent, then the retiring Administrative Agent Agent, may, on behalf of the Lendersapplicable Secured Parties, with, provided no Event of Default has occurred and is continuing under Section 7.1.1 or Section 7.1.2, the consent of Borrower (such consent not to be unreasonably withheld, conditioned, or delayed), appoint a successor Administrative Agent hereunder, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank. If no successor agent has accepted Upon the acceptance of any appointment as Administrative Agent under the Operative Documents by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which such successor Agent shall (unless a Specified Event thereupon succeed to and become vested with all the rights, powers, privileges and duties of Default the applicable retiring Agent, and the applicable retiring Agent shall have occurred be discharged from its duties and be continuing) be subject obligations as the applicable Agent only under the Credit Documents. If no successor Administrative Agent has been appointed pursuant to approval the preceding sentences by the Borrower (which approval 45th day after the date of removal or such notice of resignation was given by the applicable Agent, such Agent’s removal or resignation shall not nonetheless become effective in accordance with such notice and the applicable retiring Agent shall be unreasonably withheld or delayed)discharged from its duties and obligations hereunder and the other Credit Documents. In such an event, the Lenders will collectively exercise the rights and obligations of Administrative Agent, until such time as a new Administrative Agent, is appointed. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9.09 Article 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this the Operative Documents. Anything herein to the contrary notwithstanding, if at any time the Required Lenders determine that the Person serving as Administrative Agent is a Defaulting Lender, the Required Lenders (determined after giving effect to Section 11.3.3) may by notice to Borrower and such Person remove such Person as Administrative Agent, and appoint a replacement Administrative Agent hereunder. Such removal will, to the fullest extent permitted by applicable law, be effective on the earlier of (i) the date a replacement Administrative Agent is appointed and (ii) the date which is five (5) Banking Days after the giving of such notice by the Required Lenders (regardless of whether a replacement Administrative Agent has been appointed). The terms of resignation by, and removal of, Collateral Agent and Depositary Agent (and, in each case, replacement thereof) shall be governed by the relevant provisions set forth in the Intercreditor Agreement and the other Loan DocumentsDepositary Agreement, respectively.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving written notice thereof to the Lenders Lenders, Xxxxxxx Mac and the Borrower. If Notwithstanding anything herein to the contrary, at any time prior to the Xxxxxxx Mac Expiration Date, no resignation of the Administrative Agent resigns as shall be effective until receipt of Xxxxxxx Mac’s express written consent to such resignation and satisfaction of the other terms and conditions of this Section 7.11 and Section 4(d) of the Xxxxxxx Mac Acknowledgment Agreement. The Administrative Agent may be removed at any time for cause by written notice received by the Administrative Agent under this Agreement and from all of the other Loan DocumentsLenders. Upon any such resignation or removal, then the Required Lenders shall appoint from among have the Lenders a successor agent for right to appoint, on behalf of the Borrower and the Lenders, which a successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the retiring exiting Administrative Agent gives Agent’s giving notice of its resignationresignation or receipt of notice of removal, then the retiring exiting Administrative Agent maymay appoint, on behalf of the Borrower and the Lenders, appoint a successor Administrative Agent which shall be (but only if such successor is reasonably acceptable to each Lender) or petition a bank with an office in New York, New York, or an Affiliate court of competent jurisdiction to appoint a successor Agent. Upon the acceptance of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint by a successor Administrative Agent, which such successor Agent shall (unless a Specified Event thereupon succeed to and become vested with all the rights, powers, privileges and duties of Default the exiting Administrative Agent, and the exiting Agent shall have occurred be discharged from its duties and be continuing) be subject to approval by obligations hereunder and under the Borrower (which approval shall not be unreasonably withheld or delayed)other Transaction Documents. After any retiring exiting Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9.09 Article VII shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreement and the other Loan Transaction Documents. Upon the appointment of any successor Administrative Agent pursuant to this Section 7.11, such successor Administrative Agent shall give prompt written notice thereof to Xxxxxx Xxx in accordance with Section 16(c) of the Xxxxxx Mae Acknowledgment Agreement.

Successor Agent. The Administrative Agent may resign as at any time by giving notice thereof to the Banks and the Credit Parties and the Administrative Agent, shall resign in the event its Commitment (without participants) is reduced to less than the Commitment of any other Bank. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Administrative Agent upon ten days’ notice to the Lenders and the Borrower. If the which successor Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan Documentsshall be subject to Fronting Bank’s approval and, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified provided no Guarantor Event of Default shall have has occurred and be is then continuing) , be subject to approval by the Borrower (AMB LP’s approval, which approval (in both cases) shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders Majority Banks and approved by AMB LP and the Fronting Bank, and shall have accepted such appointment appointment, within 10 30 days after the retiring 97 Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless be the Administrative Agent who shall act until the Majority Banks shall appoint an Administrative Agent. Any appointment of a Specified successor Administrative Agent by the Majority Banks or the retiring Administrative Agent pursuant to the preceding sentence shall be subject to the approval of the Fronting Bank approval and, provided no Guarantor Event of Default shall have has occurred and be is then continuing) be subject to approval by the Borrower (, AMB LP’s approval, which approval (in either case) shall not be unreasonably withheld or delayed). Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Section 9.09 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent. For gross negligence or willful misconduct, as determined by all the Banks (excluding for such determination Administrative Agent under this Agreement in its capacity as a Bank, as applicable), or if the Administrative Agent becomes a Defaulting Bank (as determined by the Majority Banks other than the Administrative Agent in its capacity as a Bank, and the other Loan DocumentsBorrower), Administrative Agent may be removed at any time by giving at least thirty (30) Business Days’ prior written notice to Administrative Agent and Borrower. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent in accordance with the provisions of this Section 7.8.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving written notice thereof to the Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Agent pursuant to this Section 7.6. If Upon any such resignation or removal, the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan Documents, then the Required Majority Lenders shall have the right to appoint from among the Lenders a successor agent for the LendersAgent, which successor agent shall be a Lender or shall be another commercial bank or trust company (unless a Specified and reasonably acceptable to the Borrower so long as no Event of Default shall have occurred and be continuingexists) be subject to approval by organized under the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties laws of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without United States or of 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 LoansState thereof. If no successor Agent shall have been so appointed by the Required Lenders Majority Lenders, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Majority Lenders’ removal of the retiring Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent Agent, which shall be a Lender or shall be another commercial bank with an office in New York, New York, or an Affiliate trust company organized under the laws of the United States of any State thereof reasonably acceptable to the Borrower. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may at any time upon or after the end of such bank. If 30 day period notify the Borrower and the Lenders that no successor agent qualifying Person has accepted appointment as Administrative successor Agent by and the effective date of such retiring Agent’s resignation which effective date shall be no earlier than three business days after the date that is ten days following of such notice. Upon the resignation effective date established in such notice and regardless of whether a retiring Administrative Agent’s notice of resignationsuccessor Agent has been appointed and accepted such appointment, the retiring Administrative Agent’s resignation will nevertheless thereupon shall nonetheless become effective, effective and (i) the Required Lenders will thereafter perform all the retiring Agent shall be discharged from its duties of such Administrative and obligations as Agent hereunder and/or and under any the other Loan Document Documents and (ii) all 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 Majority Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, which such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (unless a Specified Event of Default or retired) Agent, and the retiring Agent shall have occurred be discharged from its duties and be continuing) be subject to approval by obligations under this Agreement or under the Borrower other Loan Documents (which approval shall if not be unreasonably withheld or delayedalready discharged therefrom as provided above in this paragraph). After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9.09 Article VII shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was Administrative Agent under this Agreement and the other Loan Documentsacting as Agent.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time give notice of its resignation to the Lenders and the Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon receipt of any such notice of resignation, then the Required Lenders shall have the right, in consultation with Borrower, to appoint from among the Lenders a successor agent for Administrative Agent. Upon the Lendersacceptance of a successor’s appointment as Administrative Agent hereunder and notice of such acceptance to the retiring Administrative Agent, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring (or retired) Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rights, powers resignation shall become immediately effective and duties as the retiring Administrative Agent shall be terminateddischarged from all of its duties and obligations hereunder and under the other Loan Documents (if such resignation was not already effective and such duties and obligations not already discharged, without any other or further act or deed on the part of such former as provided below in this paragraph). The fees payable by Borrower to a successor Administrative Agent or any of shall be the parties same as those payable to this Agreement or any holders of the Term Loansits predecessor unless otherwise agreed between Borrower and such successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders, Lenders (but without any obligation) appoint a successor Administrative Agent which shall be a bank with an office in New YorkAgent. From and following the expiration of such thirty (30) day period, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by shall have the date that is ten days exclusive right, upon one (1) Business Days’ notice to Borrower and the Lenders, to make its resignation effective immediately. From and following a retiring Administrative Agent’s notice the effectiveness of resignationsuch notice, (i) the retiring Administrative Agent’s resignation will nevertheless thereupon become effectiveAgent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) all payments, communications and the Required Lenders will thereafter perform all the duties of such determinations provided to be made by, to or through Administrative Agent hereunder and/or under any other Loan Document shall instead be made by or to each Lender directly, until such time, if any, time as the Required Lenders appoint a successor Administrative Agent, which Agent as provided for above in this paragraph. The provisions of this Agreement shall (unless a Specified Event continue in effect for the benefit of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s Agent and its sub-agents after the effectiveness of its resignation as Administrative Agent, hereunder and under the provisions other Loan Documents in respect of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent under this Agreement and the other Loan Documentswas acting or was continuing to act as Administrative Agent.

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

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

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

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

Successor Agent. The Administrative Agent may may, and, if the Person serving as the Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, at the request of the Required Lenders shall, resign as the Administrative Agent upon ten 30 days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders(with, which successor agent shall (unless a Specified so long as no Event of Default shall have occurred and be continuing) be subject to approval by exists, the Borrower (consent of the Borrower, which approval shall not be unreasonably withheld or delayed)) shall appoint from among the Lenders or Affiliates of Lenders a successor Administrative Agent for the Lenders, whereupon which successor 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. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent (except for any indemnity payments or other amounts then owed to the retiring Administrative Agent, ) and the reference to the resigning term “Administrative Agent means Agent” shall mean such successor agent effective upon such appointment and approval, and the former retiring Administrative Agent’s rightsappointment, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Section 9.09 Article X and Sections 11.04 and 11.05 shall inure to its benefit as to any actions taken or omitted to be taken by it it, its sub-agents and their respective Related Parties while it was the Administrative Agent under this Agreement Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender and provided, further that if the Administrative 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 and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b) except for any indemnity payments or other amounts then owed to the` retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 10.08. 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. Notwithstanding the foregoing, however, Bank of America may not be removed as the Administrative Agent at the request of the Required Lenders unless Bank of America shall also simultaneously be replaced as an “Issuing Lender” hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of America. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent .

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten 30 days’ ' written notice to the Lenders and the Borrower; provided that any such resignation by Bank of America shall also constitute its resignation as Agent in its capacity of issuer of Letters of Credit. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent Agent for the Lenders, which successor agent Agent shall (unless be consented to by Borrower at all times other than during the existence of a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of Borrower shall not be unreasonably withheld or delayed). If no successor Agent is appointed prior to the effective date of the resignation of Agent, whereupon Agent may appoint, after consulting with Lenders and Borrower, a successor Agent from among Lenders. Upon the acceptance of its appointment as successor Agent hereunder, the Person acting as such successor agent Agent shall succeed to all the rights, powers and duties of the Administrative Agent, retiring Agent (including those in its capacity as issuer of Letters of Credit) and the reference to the resigning Administrative Agent means term "Agent" shall mean such successor agent effective upon Agent in all such appointment and approval, capacities and the former Administrative retiring Agent’s rights's appointment, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative retiring Agent or any other Lender, other than the obligation of the parties successor Agent to this Agreement or any holders issue letters of credit in substitution for the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice Letters of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such timeCredit, if any, as outstanding at the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event time of Default shall have occurred and be continuing) be subject such succession or to approval by make other arrangements satisfactory to the Borrower (which approval shall not be unreasonably withheld or delayed)retiring Agent to effectively assume the obligations of the retiring Agent with respect to such Letters of Credit. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 9.09 Article 9 and Sections 11.14 and 11.15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and Lenders shall perform all of the other Loan Documentsduties of Agent hereunder until such time, if any, as Lenders appoint a successor agent as provided for above.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten at any time by giving 30 days’ prior written notice to the Lenders Borrowers and the BorrowerLenders. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such notice of resignation, then the Required Lenders will, with the prior written consent of the Borrowers (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor agent for to the Lenders, which successor agent Administrative Agent (provided that the Borrowers’ consent shall (unless a Specified not be required in the event an Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignationsuch 30-day period, then the retiring Administrative Agent may, on behalf of the LendersLenders and after consulting with the Lenders and the Borrowers, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate from among the Lenders. Upon the acceptance of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which such successor Administrative Agent shall (unless a Specified Event thereupon succeed to and become vested with all the rights, powers, privileges and duties of Default the retiring Administrative Agent, and the retiring Administrative Agent shall have occurred be discharged from its duties and be continuing) be subject to approval by obligations hereunder and under the Borrower (which approval shall not be unreasonably withheld or delayed)other Credit Documents. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article and Section 9.09 11.2 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent under this Agreement has accepted appointment as Administrative Agent by the 30th day following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Loan DocumentsCredit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for hereinabove.

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

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten thirty (30) days’ notice to the Lenders and the Administrative Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified be subject to the approval of Administrative Borrower if no Default or Event of Default shall have occurred and be continuing, provided, that, (a) be subject to approval by the Borrower (which such approval shall not be unreasonably withheld withheld, conditioned or delayed)delayed and (b) unless Agent shall have received written notice from Administrative Borrower that Administrative Borrower does not approve such successor agent within three (3) Business Days after receipt by Administrative Borrower of the notice from Agent that it is resigning, whereupon Administrative Borrower shall be deemed to have given 117 such approval. If no successor agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with Lenders and Administrative Borrower, a successor agent from among Lenders. Upon the acceptance by the Lender so selected of its appointment as successor agent hereunder, such successor agent shall succeed to all of the rights, powers and duties of the Administrative Agent, retiring Agent and the reference to term “Agent” as used herein and in the resigning Administrative Agent means other Financing Agreements shall mean such successor agent effective upon such appointment and approval, and the former Administrative retiring Agent’s rightsappointment, powers and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, without the provisions of this Section 12 shall inure to its benefit as to any other actions taken or further act or deed on the part of such former Administrative omitted by it while it was Agent or any of the parties to under this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankAgreement. If no successor agent has accepted appointment as Administrative Agent by the date that which is ten thirty (30) days following after the date of a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless shall nonetheless thereupon become effective, effective and the Required Lenders will thereafter shall perform all of the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation agent as Administrative Agent, the provisions of this Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documentsprovided for above.

Successor Agent. The 6.6.1 Subject to appointment of a successor, the New Notes Administrative Agent may resign as at any time, and the Majority Holders may remove the New Notes Administrative Agent upon ten days’ in respect of the Long Term Trade Series Notes at any time by giving notice thereof to the Lenders New Notes Administrative Agent, the Trustee, each Long Term Trade Series Holder, the CNV and the BorrowerIssuer. If Upon any such pending resignation or removal, the Administrative Agent resigns as Issuer shall have the Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall right to appoint from among the Lenders a successor agent for the Lendersagent, which successor agent appointment shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to the 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 Majority Holders. The Issuer shall give the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part Trustee prompt notice of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loansappointment. If no successor New Notes Administrative Agent shall have been so appointed by the Required Lenders Issuer and shall have accepted such appointment within 10 30 days after the retiring Administrative Agent gives notice of its resignationresignation or the Majority Holders give notice of such removal, then the retiring New Notes Administrative Agent may, at the expense of the Issuer, on behalf of the LendersMajority Holders and the Issuer, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Notes Administrative Agent, which shall (unless be a Specified Event commercial bank organized or licensed under the laws of Default the United States of America or of any State thereof and having a combined capital and surplus of at least U.S.$400,000,000 and notify the Issuer, the Trustee and each of the Long Term Trade Series Holders of such appointment. Upon the acceptance of its appointment as New Notes Administrative Agent hereunder by a successor New Notes Administrative Agent, such successor New Notes Administrative Agent shall have occurred give notice thereof to the Trustee and the CNV and shall thereupon succeed to and become vested with all the rights and duties of the retiring New Notes Administrative Agent, and the retiring New Notes Administrative Agent shall be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation 's registration or removal hereunder as New Notes Administrative Agent, the provisions of this Section 9.09 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was New Notes Administrative Agent under this Agreement and the other Loan DocumentsAgent.

Successor Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 12.9, the Administrative Agent may resign as Administrative Agent upon ten at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and the Borrower. If the The Administrative Agent resigns may be removed as Administrative Agent at the request of the Required Lenders. Upon any such notice of resignation or removal, as the Administrative Agent under this Agreement and the other Loan Documentscase may be, then the Required Lenders shall appoint from among have the Lenders a successor agent for right (in consultation with the LendersBorrower, which successor agent shall (unless a Specified an Event of Default shall have has occurred and be is continuing) be subject to approval by appoint a successor Administrative Agent. If, in the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to case of the rights, powers and duties resignation of the Administrative Agent, and the reference to the resigning Administrative Agent means no such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, may on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankmeeting the qualifications set forth above. If no successor agent has accepted appointment as Administrative Agent has been appointed by the date that is ten thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, . Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder and the Required Lenders will thereafter perform payment of the outstanding fees and expenses of the resigning or removed Administrative Agent, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (a) transfer to such successor Administrative Agent all sums and other items of Collateral held under the Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of such the successor Administrative Agent hereunder under the Credit Documents and (b) execute, file and/or under any record such financing statements, or amendments thereto, and such other Loan Document until such timeinstruments or notices, if anyas may be necessary or desirable, or as the Required Lenders appoint a successor Administrative Agentmay request, which shall (unless a Specified Event in order to continue the perfection of Default shall have occurred and the Liens granted or purported to be continuing) be subject to approval granted by the Borrower Security Documents, whereupon the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (which approval shall if not be unreasonably withheld or delayedalready discharged therefrom as provided above in this Section). After any the retiring or removed Administrative Agent’s resignation as Administrative Agentor removal hereunder and under the other Credit Documents, the provisions of this Section 9.09 12 (including Section 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring or removed Administrative Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring or removed Administrative Agent under this Agreement and was acting as the other Loan DocumentsAdministrative Agent.

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

Successor Agent. The Facility Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving written notice thereof to the Lenders and, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower. If , and may be removed at any time with or without cause by the Required Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Facility Administrative Agent resigns as pursuant to this Section 8.06. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Facility Administrative Agent which shall be a Lender or another commercial bank, trust company or insurance company organized or licensed under this Agreement and the other Loan Documents, then laws of the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall United States or of any State thereof reasonably acceptable (unless a Specified so long as no Default or Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term LoansBorrower. If no successor Facility Administrative Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 10 thirty (30) days after the retiring Facility Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Facility Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Facility Administrative Agent, which shall be a Lender or another commercial bank, trust company or insurance company organized under the laws of the United States or of any State thereof reasonably acceptable (unless a Specified so long as no Default or Event of Default shall have occurred and be continuing) to the Borrower. Upon the acceptance of any appointment as Facility Administrative Agent hereunder by a successor Facility Administrative Agent, such successor Facility Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Facility Administrative Agent, and the retiring Facility Administrative Agent shall be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)discharged from its duties and obligations under this Common Agreement. After any retiring Facility Administrative Agent’s 's resignation or removal hereunder as Facility Administrative Agent, the provisions of this Section 9.09 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Facility Administrative Agent under this Agreement and the other Loan DocumentsCommon Agreement.

Successor Agent. The 6.6.1 Subject to appointment of a successor, the New Notes Administrative Agent may resign as at any time, and the Majority Holders may remove the New Notes Administrative Agent upon ten days’ in respect of the Long Term Working Capital Series Notes at any time by giving notice thereof to the Lenders New Notes Administrative Agent, the Trustee, each Long Term Working Capital Series Holder, the CNV and the BorrowerIssuer. If Upon any such pending resignation or removal, the Administrative Agent resigns as Issuer shall have the Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall right to appoint from among the Lenders a successor agent for the Lendersagent, which successor agent appointment shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to the 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 Majority Holders. The Issuer shall give the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part Trustee prompt notice of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loansappointment. If no successor New Notes Administrative Agent shall have been so appointed by the Required Lenders Issuer and shall have accepted such appointment within 10 30 days after the retiring Administrative Agent gives notice of its resignationresignation or the Majority Holders give notice of such removal, then the retiring New Notes Administrative Agent may, at the expense of the Issuer, on behalf of the LendersMajority Holders and the Issuer, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Notes Administrative Agent, which shall (unless be a Specified Event commercial bank organized or licensed under the laws of Default the United States of America or of any State thereof and having a combined capital and surplus of at least U.S.$400,000,000 and notify the Issuer, the Trustee and each of the Long Term Working Capital Series Holders of such appointment. Upon the acceptance of its appointment as New Notes Administrative Agent hereunder by a successor New Notes Administrative Agent, such successor New Notes Administrative Agent shall have occurred give notice thereof to the Trustee and the CNV and shall thereupon succeed to and become vested with all the rights and duties of the retiring New Notes Administrative Agent, and the retiring New Notes Administrative Agent shall be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation 's registration or removal hereunder as New Notes Administrative Agent, the provisions of this Section 9.09 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was New Notes Administrative Agent under this Agreement and the other Loan DocumentsAgent.

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

Successor Agent. (a) The Administrative Agent may shall have the right to resign as Administrative Agent upon ten days’ at any time by giving prior written notice thereof to the Lenders and the Borrower. If , and the Administrative Agent resigns as may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrower and the Administrative Agent under this Agreement and signed by the Required Lenders. The Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent and/or Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower (unless an Event of Default exists and is continuing) and the Required Lenders, and the Administrative Agent’s resignation shall become effective on the earliest of (i) thirty (30) days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor the Administrative Agent by the Borrower and the Required Lenders or (iii) such other Loan Documentsdate, then if any, agreed to by the Required Lenders. Upon any such notice of resignation or any such removal, if a successor the Administrative Agent has not already been appointed by the retiring Administrative Agent, the Required Lenders shall have the right, upon five (5) Business Days’ notice to the Borrower, to appoint from among the Lenders a successor agent for the LendersAdministrative Agent. If neither the Required Lenders nor the Administrative Agent have appointed a successor the Administrative Agent, which successor agent the Required Lenders shall (unless a Specified Event of Default shall be deemed to have occurred succeeded to 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 become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent; provided that, and until a successor the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been is so appointed by the Required Lenders and shall have accepted such appointment within 10 days after or the retiring Administrative Agent, any collateral security held by the Administrative Agent gives notice of in its resignation, then role as the retiring Administrative Collateral Agent may, on behalf of the Lenders, appoint Lenders under any of the Loan Documents shall continue to be held by the retiring Collateral Agent as nominee until such time as a successor Administrative Collateral Agent which shall be a bank with an office in New York, New York, or an Affiliate is appointed. Upon the acceptance of any such bank. If no successor agent has accepted appointment as Administrative Agent hereunder by a successor the date that is ten days following a retiring Administrative Agent’s notice , that successor the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of resignation, the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor the Administrative Agent all sums, securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor the Administrative Agent under the Loan Documents, and (ii) execute and deliver to such successor the Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor the Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation or removal of the Administrative Agent or its successor as Administrative Agent pursuant to this Section 9.06 shall also constitute the resignation or removal of the Collateral Agent or its successor as Collateral Agent. After any retiring or removed Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent or removal hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9.09 9.06 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under hereunder. Any successor the Administrative Agent appointed pursuant to this Agreement and Section 9.06 shall, upon its acceptance of such appointment, become the other Loan Documentssuccessor Collateral Agent for all purposes hereunder.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving written notice thereof to the Lenders and the Domestic Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement , on behalf of itself and the other Loan DocumentsCanadian Borrower, then such resignation to be effective upon the Required Lenders shall appoint from among the Lenders appointment of a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning or, if no successor Administrative Agent means such successor agent effective upon such appointment and approvalhas been appointed, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 forty-five (45) days after the retiring Administrative Agent gives notice of its intention to resign. Upon any such resignation, then the retiring Administrative Agent mayRequired Lenders shall have the right to appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within thirty (30) days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of any Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bankhereunder. If the Administrative Agent has resigned and no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignationhas been appointed, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter may perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document and the Borrowers and Lenders shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such time, if any, successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as the Required Lenders appoint Administrative Agent hereunder by a successor Administrative Agent, which such successor Administrative Agent shall (unless a Specified Event thereupon succeed to and become vested with all the rights, powers, privileges and duties of Default the resigning Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning Administrative Agent shall have occurred be discharged from its duties and be continuing) be subject to approval by obligations hereunder and under the Borrower (which approval shall not be unreasonably withheld or delayed)Loan Documents. After any retiring Administrative Agent’s the effectiveness of the resignation as of the Administrative Agent, the provisions of this Section 9.09 Article XIV shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under this Agreement and the other Loan Documents. In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 14.12, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent. The Administrative Agent may not be removed without its prior written consent.

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

Successor Agent. The At any time during the term of this ---------------- Agreement, the Administrative Agent, the Documentation Agent and the Syndication Agent may resign as Administrative Agent upon ten thirty (30) days’ ' notice to the Lenders Certificate Purchasers and the BorrowerDeepwater. If any of the Administrative Agent, the Documentation Agent or the Syndication Agent resigns as the Administrative Agent under this Agreement and the other Loan Documentsherewith, then the Required Lenders Certificate Purchasers shall appoint from among the Lenders Certificate Purchasers a successor agent for the Lenders, Agent which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed approved by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower Deepwater (which approval shall not be unreasonably withheld or delayed). After any If no successor Agent is appointed prior to the effective date of the resignation of the corresponding Agent, such Agent may appoint, after consulting with the Certificate Purchasers and Deepwater, a successor Agent from among the Certificate Purchasers. Upon the successor Agent's acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers and duties of the retiring Agent and (i) the term "Administrative Agent" shall mean such successor administrative agent -------------------- and such retiring Administrative Agent’s 's appointment, powers and duties as an Administrative Agent shall be terminated, (ii) the term "Documentation ------------- Agent" shall mean such successor documentation agent and such retiring ----- Documentation Agent's appointment, powers and duties as a Documentation Agent shall be terminated, and (iii) the term "Syndication Agent" shall mean such ----------------- successor syndication agent and such retiring Syndication Agent's appointment, powers and duties as a Syndication Agent shall be terminated. After the retiring Agent's resignation as Administrative Agentherewith, the provisions of this Section 9.09 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative an Agent hereunder and under this Agreement the other Transaction Documents. If no successor agent has accepted appointment by the date which is forty-five (45) days following the notice of resignation, the resignation shall thereupon become effective and the Certificate Purchasers shall perform all of the duties of such Agent hereunder and under the other Loan Documents.Transaction Documents until such time, if any, as the Required Certificate Purchasers appoint a successor Agent as provided for above. SECTION 12

Successor Agent. The Subject to the terms of this Section 10.7, each Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving written notice thereof to the Lenders and the Borrower. If Upon any such resignation, (i) the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan Documents, then the Required Requisite First Lien Lenders shall have the right to appoint from among the Lenders a successor agent for First Lien Agent and (ii) the Lenders, which successor agent shall (unless a Specified Event of Default Requisite Term C Lenders shall have occurred and be continuing) be subject the right to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such appoint a successor agent shall succeed to the rights, powers and duties of the Administrative Second Lien Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the applicable Lenders, appoint a successor Administrative Agent which Agent, selected from among the applicable Lenders. In either case, such appointment shall be a bank with subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an office in New York, New York, or an Affiliate Event of Default). Upon the acceptance of any such bank. If no successor agent has accepted appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the date that is ten days following a rights, powers, privileges and duties of the retiring Administrative Agent’s notice of , and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent's resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and Agent shall continue to have the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions benefit of this Section 9.09 shall inure to its benefit 9.2 as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. If no Lender has accepted appointment as a successor First Lien Agent or Second Lien Agent within 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective, and the Requisite First Lien Lenders or the Requisite Term C Lenders, as the case may be, shall assume and perform all of the duties of the retiring First Lien Agent or Second Lien Agent hereunder until such time, if any, as the Requisite First Lien Lenders or the Requisite Term C Lenders, as the case may be, appoint a successor agent as provided for above. The resignation and removal of the Collateral Agent shall be governed by the Intercreditor Agreement.

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

Successor Agent. (a) The Administrative Agent may resign as the Administrative Agent upon ten thirty (30) days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified be consented to by the Borrower at all times other than during the existence of an Event of Default shall have occurred and be continuingunder Section 8.01(f) be subject to approval by (which consent of the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent,” shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After any the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Section 9.09 Article 9 and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the 143 Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

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

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving notice thereof to the Lenders Banks and the Borrower. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders Banks shall have the right to appoint from among the Lenders a successor agent for the LendersAdministrative Agent, which successor agent shall (unless a Specified Administrative Agent shall, provided no Event of Default shall have has occurred and be is then continuing) , be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders Banks and approved by the Borrower, and shall have accepted such appointment appointment, within 10 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent maymay (but shall not be required to), on behalf of the LendersBanks, appoint a successor Administrative Agent which shall be the Administrative Agent, who shall act until the Required Banks shall appoint an Administrative Agent. Any appointment of a bank with an office in New Yorksuccessor Administrative Agent by Required Banks or the retiring Administrative Agent, New Yorkpursuant to the preceding sentence shall, provided no Event of Default has occurred and is then continuing, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or an Affiliate of any such bankdelayed. If no successor agent Administrative Agent has accepted appointment as Administrative Agent by the date that is ten 10 days following a retiring Administrative Agent’s notice of resignationresignation (and no successor agent has been appointed as successor Administrative Agent by the retiring Administrative Agent), the retiring Administrative Agent’s resignation will shall nevertheless thereupon become effective, and the Required Lenders will thereafter Banks shall assume and perform all of the duties of such the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders Banks appoint a successor agent as provided for above. Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor Administrative Agent, which such successor Administrative Agent shall (unless a Specified Event thereupon succeed to and become vested with all the rights and duties of Default the retiring Administrative Agent and the retiring Administrative Agent, shall have occurred be discharged from its duties and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)obligations hereunder. After any retiring Administrative Agent’s resignation as Administrative Agenthereunder, the provisions of this Section 9.09 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent under in accordance with the provisions of this Agreement and the other Loan DocumentsSection 7.8. Section 7.9.

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

Successor Agent. The (a) Subject to the terms of this Section 13.7, the Administrative Agent may resign as Administrative Agent upon ten days’ at any time by giving written notice thereof to the Lenders and the BorrowerCompany. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such resignation, then the Required Lenders shall have the right to appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Administrative Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment appointment, within 10 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which selected from among the Lenders. In either case, such appointment shall be a bank with subject to the prior written approval of the Company (which approval may not be unreasonably withheld or delayed and shall not be required upon the occurrence and during the continuance of an office in New York, New York, or an Affiliate Event of Default). Upon the acceptance of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which such successor Administrative Agent shall (unless a Specified Event succeed to, and become vested with, all the rights, powers, privileges and duties of Default the retiring Administrative Agent, and the retiring Administrative Agent shall have occurred be discharged from its duties and be continuing) be subject obligations under this Agreement and the other Loan Documents. Prior to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Section 9.09 shall inure to its benefit Article XIII as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.. If no Lender has accepted appointment as a successor Administrative Agent within 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Required Lenders shall assume and perform all of the duties of the retiring Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The resignation and removal of the Collateral Agent shall be governed by the Intercreditor Agreement. 168

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

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

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Administrative Agent may resign as Administrative Agent upon ten days’ notice to at any time by notifying the Lenders and Borrower no later than thirty (30) days prior to the Borrowereffective date of such resignation. If the Administrative Agent resigns as the Administrative Agent may be removed involuntarily only for a material breach of its respective duties and obligations hereunder and under this Agreement and the other Loan DocumentsCredit Documents or for bad faith, gross negligence or willful misconduct in connection with the performance of its respective duties hereunder or under the other Credit Documents and then only upon the affirmative vote of the Required Lenders (determined after giving effect to Section 11.3.3). Upon any such resignation or removal of Administrative Agent, the Required Lenders shall have the right, with, provided no Event of Default has occurred and is continuing, the consent of Borrower (such consent not to be unreasonably withheld, conditioned, or delayed) to appoint from among the Lenders a successor agent for the LendersAdministrative Agent, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other (or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loanshave an Affiliate that is) a Lender hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment appointment, within 10 thirty (30) days after the retiring Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the applicable retiring Agent, then the retiring Administrative Agent may, on behalf of the Lendersapplicable Secured Parties, with, provided no Event of Default has occurred and is continuing under Section 7.1.1 or Section 7.1.2, the consent of Borrower (such consent not to be unreasonably withheld, conditioned, or delayed), appoint a successor Administrative Agent or hereunder, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank. If no successor agent has accepted Upon the acceptance of any appointment as Administrative Agent under the Credit Documents by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which such successor Agent shall (unless a Specified Event thereupon succeed to and become vested with all the rights, powers, privileges and duties of Default the applicable retiring Agent, and the applicable retiring Agent shall have occurred be discharged from its duties and be continuing) be subject obligations as the applicable Agent only under the Credit Documents. If no successor Administrative Agent has been appointed pursuant to approval the preceding sentences by the Borrower (which approval 45th day after the date of removal or such notice of resignation was given by the applicable Agent, such Agent’s removal or resignation shall not nonetheless become effective in accordance with such notice and the applicable retiring Agent shall be unreasonably withheld or delayed)discharged from its duties and obligations hereunder and the other Credit Documents. In such an event, the Lenders will collectively exercise the rights and obligations of Administrative Agent until such time as a new Administrative Agent is appointed. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, Agent the provisions of this Section 9.09 Article 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this the Credit Documents. Anything herein to the contrary notwithstanding, if at any time the Required Lenders determine that the Person serving as Administrative Agent is a Defaulting Lender, the Required Lenders (determined after giving effect to Section 11.3.3) may by notice to Borrower and such Person remove such Person as Administrative Agent and appoint a replacement Administrative Agent hereunder. Such removal will, to the fullest extent permitted by applicable law, be effective on the earlier of (i) the date a replacement Administrative Agent and (ii) the date which is five (5) Banking Days after the giving of such notice by the Required Lenders (regardless of whether a replacement Administrative Agent, as applicable, has been appointed). The terms of resignation by, and removal of, Collateral Agent and Depositary Agent (and, in each case, replacement thereof) shall be governed by the relevant provisions set forth in the Intercreditor Agreement and the other Loan DocumentsDepositary Agreement, respectively.

Successor Agent. The Administrative Agent may resign as Administrative Agent upon ten at any time by giving 30 days’ ' prior written notice to the Lenders Borrowers and the BorrowerLenders. If the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan DocumentsUpon any such notice of resignation, then the Required Lenders will, with the prior written consent of the Borrowers (which consent shall not be unreasonably withheld), appoint from among the Lenders a successor agent for to the Lenders, which successor agent Administrative Agent (provided that the Borrowers' consent shall (unless a Specified not be required in the event an Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor to the Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Administrative Agent gives notice of its resignationsuch 30-day period, then the retiring Administrative Agent may, on behalf of the LendersLenders and after consulting with the Lenders and the Borrowers, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate from among the Lenders. Upon the acceptance of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which such successor Administrative Agent shall (unless a Specified Event thereupon succeed to and become vested with all the rights, powers, privileges and duties of Default the retiring Administrative Agent, and the retiring Administrative Agent shall have occurred be discharged from its duties and be continuing) be subject to approval by obligations hereunder and under the Borrower (which approval shall not be unreasonably withheld or delayed)other Credit Documents. After any retiring Administrative Agent’s 's resignation as Administrative Agent, the provisions of this Article and Section 9.09 11.2 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. If no successor to the Administrative Agent under this Agreement has accepted appointment as Administrative Agent by the 30th day following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective, and the Lenders shall thereafter perform all of the duties of the Administrative Agent hereunder and under the other Loan DocumentsCredit Documents until such time, if any, as the Required Xxxxxxx appoint a successor Administrative Agent as provided for hereinabove.

Successor Agent. The Subject to the appointment and acceptance of a Successor Agent as provided in this Section 10.11, and subject to Section 10.7(f)(iv), the Administrative Agent may resign as Administrative Agent upon ten at any time by giving 30 days’ ' written notice thereof to the Lenders and the Borrower. If , and may be removed at any time by the Majority Lenders upon 30 days' written notice if the Administrative Agent resigns as the Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among has been grossly negligent hereunder. Upon receipt of notice by the Lenders a successor agent for of the Lenders, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties resignation of the Administrative Agent, and the reference or upon giving notice of termination to the resigning Administrative Agent means Agent, the Majority Lenders may with the consent of the Borrower (provided that the Lenders shall only be obligated to obtain such consent if no Default or Event of Default exists), such consent not to be unreasonably withheld, within 21 days, appoint a successor agent effective upon from among the Lenders or, if no Lender is willing to accept such appointment an appointment, from among other banks to which the Bank Act (Canada) applies, which each have combined capital and approvalreserves in excess of $250,000,000, and which have offices in Calgary and Toronto (the former Administrative "Successor Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loans"). If no successor shall have Successor Agent has been so appointed by the Required Lenders and shall have has accepted such appointment within 10 21 days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation or receiving of notice of termination, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Successor Agent. If neither the Majority Lenders nor the Administrative Agent which appoint a Successor Agent within such 21 days, then the Majority Lenders or the Administrative Agent may apply to a Justice of the Court of Queen's Bench of the Province of Alberta, on such notice as the Justice may direct, for the appointment of a Successor Agent, but any Successor Agent so appointed by the Court shall be a bank with an office in New York, New York, or an Affiliate subject to removal as aforesaid by the Majority Lenders. Upon the acceptance of any such bank. If no successor agent has accepted appointment as Administrative Agent hereunder by a Successor Agent, the date that is ten days following a retiring Administrative Agent’s notice Successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such retiring Administrative Agent hereunder and/or shall be discharged from its further duties and obligations as Administrative Agent under any this Agreement and the other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)Credit Documents. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agent, the provisions of this Section 9.09 Article 10 shall inure continue to enure to its benefit and be binding upon it as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documentshereunder.

Successor Agent. The 6.6.1 Subject to appointment of a successor, the New Notes Administrative Agent may resign as at any time, and the Majority Holders may remove the New Notes Administrative Agent upon ten days’ in respect of the Short Term Working Capital Series Notes at any time by giving notice thereof to the Lenders New Notes Administrative Agent, the Trustee, each Short Term Working Capital Series Holder, the CNV and the BorrowerIssuer. If Upon any such pending resignation or removal, the Administrative Agent resigns as Issuer shall have the Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall right to appoint from among the Lenders a successor agent for the Lendersagent, which successor agent appointment shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to the 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 Majority Holders. The Issuer shall give the reference to the resigning Administrative Agent means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part Trustee prompt notice of such former Administrative Agent or any of the parties to this Agreement or any holders of the Term Loansappointment. If no successor New Notes Administrative Agent shall have been so appointed by the Required Lenders Issuer and shall have accepted such appointment within 10 30 days after the retiring Administrative Agent gives notice of its resignationresignation or the Majority Holders give notice of such removal, then the retiring New Notes Administrative Agent may, at the expense of the Issuer, on behalf of the LendersMajority Holders and the Issuer, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Notes Administrative Agent, which shall (unless be a Specified Event commercial bank organized or licensed under the laws of Default the United States of America or of any State thereof and having a combined capital and surplus of at least U.S.$400,000,000 and notify the Issuer, the Trustee and each of the Short Term Working Capital Series Holders of such appointment. Upon the acceptance of its appointment as New Notes Administrative Agent hereunder by a successor New Notes Administrative Agent, such successor New Notes Administrative Agent shall have occurred give notice thereof to the Trustee and the CNV and shall thereupon succeed to and become vested with all the rights and duties of the retiring New Notes Administrative Agent, and the retiring New Notes Administrative Agent shall be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation 's registration or removal hereunder as New Notes Administrative Agent, the provisions of this Section 9.09 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was New Notes Administrative Agent under this Agreement and the other Loan DocumentsAgent.

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

Successor Agent. The Administrative Agent may resign at any time as Administrative Agent upon ten days’ under the Loan Documents by giving written notice thereof to the Lenders and the Borrower. If the Administrative Agent resigns may be removed as the Administrative Agent under this Agreement and the other Loan DocumentsDocuments at any time with cause by Required Lenders. Should the initial or any successor Administrative Agent ever cease to be a party hereto or should the initial or any successor Administrative Agent ever resign or be removed as Administrative Agent, then the Required Lenders shall appoint elect the successor Administrative Agent from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the reference to other than the resigning Administrative Agent means such Agent) which successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties shall, unless a Payment Default exists, be reasonably acceptable to this Agreement or any holders of the Term LoansBorrower. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment Lenders, within 10 thirty (30) days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation or Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor agent has accepted appointment as Administrative Agent by the date that is ten days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation will nevertheless thereupon become effective, and the Required Lenders will thereafter perform all the duties of such Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent, which shall (be a commercial bank having a combined capital and surplus of at least $1,000,000,000 and which successor Administrative Agent shall, unless a Specified Event Payment Default exists, be reasonably acceptable to Borrower. Upon the acceptance of Default any appointment as Administrative Agent under the Loan Documents by a successor Administrative Agent, such successor Administrative Agent shall have occurred thereupon succeed to and become vested with all the Rights of the retiring Administrative Agent, and the retiring Administrative Agent shall be continuing) discharged from its duties and obligations of Administrative Agent under the Loan Documents (PROVIDED, HOWEVER, that when used in connection with LCs issued and outstanding prior to the appointment of the successor Administrative Agent, "ADMINISTRATIVE AGENT" shall continue to refer solely to the bank that issued the outstanding LC; PROVIDED FURTHER that any LCs issued or renewed after the appointment of any successor Administrative Agent shall be subject issued by such successor Administrative Agent), and each Lender shall execute such documents as any Lender may reasonably request to approval by reflect such change in and under the Borrower (which approval shall not be unreasonably withheld or delayed)Loan Documents. After any retiring Administrative Agent’s 's resignation or removal as Administrative AgentAgent under the Loan Documents, the provisions of this Section 9.09 SECTION 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

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

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

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