Common use of Successor Agents Clause in Contracts

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

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

Successor Agents. Each The Administrative Agent may resign at any time as Administrative Agent upon 10 ten days’ written notice to the Lenders, the Issuing Lender Lenders and the Borrower. Upon any such resignationIf the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent for the Lenders, which successor Agent agent shall (unless an Event of Default under Section 7(a8.1(a) or Section 7(f8.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent agent shall succeed to the rights, powers and duties of the resigning Administrative Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent agent effective upon such appointment and approval, and the resigning former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such resigning former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed agent has accepted appointment as Administrative Agent by the Required Lenders and shall have accepted such appointment within 10 date that is ten days after the resigning Agent gives following a retiring Administrative Agent’s notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (and such Agent shall be relieved from its duties and obligations hereunder) effective, and the Required Lenders shall thereafter assume and perform all of the duties of such the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent, if any, hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing or any Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s resignation hereunderas Agent, the provisions of this Section 8 and Section 9.5 9 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent under this Agreement and the other Loan Documents.

Successor Agents. Each Any Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 10 30 days after the resigning Agent gives retiring Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent Agent, which shall be a financial institution with an office commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in New Yorkthe case of a successor Collateral Agent, New Yorkupon the execution and filing or recording of such financing statements, or an Affiliate amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of any the Liens granted or purported to be granted by the Collateral Documents, such financial institution. If no successor Agent has been appointed pursuant shall succeed to and become vested with all the immediately preceding sentence by rights, powers, discretion, privileges and duties of the 10th day after the date such notice of resignation was given by such retiring Agent, such Agent’s resignation shall become effective (and such the retiring Agent shall be relieved discharged from its duties and obligations hereunderunder the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent’s resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all the duties of such the retiring Agent hereunder and/or under any other the Loan Document Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s resignation hereunderor removal hereunder as Agent shall have become effective, the provisions of this Section 8 and Section 9.5 Article VIII shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting it was Agent under this Agreement. It is understood and agreed that no Competitor shall qualify or be appointed as Agenta successor Agent under this Section 8.06.

Successor Agents. Each Agent acknowledges that its current intention is to remain Agent hereunder. Nevertheless, any Agent may resign at any time upon 10 by giving fifteen (15) days’ written notice thereof to the Lenders and Borrower, such resignation to be effective only upon the acceptance of the appointment of a successor Agent by the Lenders, in case of a successor Administrative Agent or Security Agent. Furthermore, with the consent of Borrower (such consent not to be unreasonably withheld) any Agent may assign its duties and rights as Agent to any of its Affiliates satisfying the requirements set forth below upon sixty (60) days prior written notice to the Lenders, the Issuing Lender other Agents and Borrower. Upon the occurrence of such assignment, all rights and obligations of such assigning Agent under the Financing Documents shall be transferred to such assignee, and the Borrowerparties hereto shall execute in conjunction therewith assignment documentation and such other documentation as shall be necessary or desirable to preserve the transactions contemplated hereby and to preserve such Agent’s security interest in the Collateral, if any, all as shall be reasonably satisfactory to such assignee. Any Agent may be removed involuntarily only for a material breach of its duties and obligations hereunder or under the other Financing Documents or for gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction in connection with the performance of its duties hereunder or under the other Financing Documents and then only upon the affirmative vote of the Majority Lenders (in each case, the “Required Applicable Lenders”) (excluding such Agent from such vote and such Agent’s Loans from the amounts used to determine the portion of the Loans necessary to constitute the Required Applicable Lenders). Upon any such resignationresignation or removal, the Required Applicable Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall with the consent of Borrower (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (), which approval consent shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loanswithheld. If no successor Agent shall have been so appointed by the Required Lenders Applicable Lenders, and shall have accepted such appointment appointment, within 10 thirty (30) days after the resigning Agent gives retiring Agent’s giving of notice of its resignationresignation or the Lenders’ removal of the retiring Agent, then the resigning retiring Agent may, on behalf of the Lenders and Lenders, with the Issuing Lender, consent of Borrower (such consent not to be unreasonably withheld) appoint a successor Agent Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a financial institution with an office in New York, New York, or an Affiliate having a combined capital and surplus of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationat least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder under the Operative Documents by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning retiring Agent, and the resigning retiring Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by Agent only under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorFinancing Documents. After an any retiring Agent’s resignation hereunderor removal hereunder as Agent, the provisions of this Section 8 and Section 9.5 Financing Agreement shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent under the Operative Documents.

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

Successor Agents. Each The Administrative Agent may resign at any time resign, upon 10 days’ written 30 days prior notice to the Lenders, the Issuing Lender each L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, in consultation with the Borrower, to appoint from among a successor, which shall be a bank with an office in the Lenders United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor Agent, which successor Agent agent shall require the consent of the Borrower (unless except during the existence of an Event of Default under Section 7(a8.01(f) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (g)), which approval consent shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the resigning retiring Administrative Agent gives notice of its resignation, then the resigning retiring Administrative Agent may, may on behalf of the Lenders and the Issuing LenderL/C Issuers (without the consent of any of the Lenders or the L/C Issuers but with the consent of the Borrower (except during the existence of an Event of Default under Section 8.01(f) or (g)), which consent shall not be unreasonably withheld or delayed), appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that if the Administrative Agent shall be a financial institution notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective and (and such i) the retiring Administrative Agent shall be relieved discharged from its duties and obligations hereunderhereunder 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 any L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed); (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document L/C Issuer directly, until such time, if any, time as the Required Lenders appoint a successor Administrative Agent and/or as provided for above in this Section and (iii) the Borrower and the Lenders agree that in no event shall the retiring Administrative Agent and Collateral AgentAgent or any of their respective Affiliates or any of their respective officers, as the case may be. Any such resignation by such Agent hereunder shall also constitutedirectors, employees, agents advisors or representatives have any liability to the extent applicableLoan Parties, its resignation as any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Issuing Lender, in which case failure of a successor Administrative Agent or Collateral Agent to be appointed and to accept such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationappointment. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the resigning retiring (or retired) Administrative Agent, and the resigning retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided aboveabove in this Section 9.09). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Section 8 Article IX and Section 9.5 Sections 10.04 and 10.05 shall continue in effect for the benefit of such resigning retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

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

Successor Agents. Each Any Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Parties and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 10 30 days after the resigning Agent gives retiring Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLender Parties, appoint a successor Agent Agent, which shall be a financial institution with an office commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in New Yorkthe case of a successor Collateral Agent, New Yorkupon the execution and filing or recording of such financing statements, or an Affiliate amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of any the Liens granted or purported to be granted by the Collateral Documents, such financial institution. If no successor Agent has been appointed pursuant shall succeed to and become vested with all the immediately preceding sentence by rights, powers, discretion, privileges and duties of the 10th day after the date such notice of resignation was given by such retiring Agent, such Agent’s resignation shall become effective (and such the retiring Agent shall be relieved discharged from its duties and obligations hereunderunder the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this Section 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent's resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all the duties of such the retiring Agent hereunder and/or under any other the Loan Document Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor After any retiring Agent's resignation or removal hereunder as Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunderhave become effective, the provisions of this Section 8 and Section 9.5 Article VIII shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent under this Agreement.

Successor Agents. Each Subject to the appointment and acceptance of a successor agent as provided in this paragraph, (i) each Agent may be removed by the Borrower or the Required Lenders if such Agent or a controlling affiliate of such Agent is a Defaulting Lender and (ii) any Agent may resign at any time upon 10 ten (10) days’ written notice to the Lenders, the Issuing Lender Lenders and the Borrower. Upon any such resignationremoval or resignation by any Agent, the Required Lenders shall have appoint, with the right to appoint from among the Lenders a successor Agent, which successor Agent shall consent (unless an provided that no Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have Default has occurred and be is continuing) be subject to approval by of the Borrower (which approval shall such consent not to be unreasonably withheld or delayeddelayed if such successor is a commercial bank with consolidated combined capital and surplus of at least $5,000,000,000), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loansappoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the resigning retiring Agent gives notice of its resignation, then the resigning retiring Agent may, on behalf with the consent (provided that no Event of Default or Default has occurred or is continuing) of the Lenders and the Issuing LenderBorrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a financial bank institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lenderbank, in which case such resigning Agent (a) shall not be required to issue any further Letters each case, with consolidated combined capital and surplus of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationat least $5,000,000,000). Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning retiring Agent, and the resigning retiring Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above)hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an the retiring Agent’s resignation hereunder, the provisions of this Section 8 Article and Section 9.5 10.04 shall continue in effect for the benefit of such resigning retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Agent.

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

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

Successor Agents. Each of the Administrative Agent and Collateral Agent may resign at any time upon 10 days’ written give notice of its resignation to the Lenders, the Issuing Lender L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, subject to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an reasonable consent of the Borrower so long as no Event of Default under Section 7(a7.01(h) or Section 7(f(i) with respect is continuing, to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (appoint a successor, which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminateda bank with an office in the United States, without or an Affiliate of any other or further act or deed on such bank with an office in the part of such resigning Agent or any of the parties to this Agreement or any holders of the LoansUnited States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the resigning retiring Agent gives notice of its resignation, then the resigning retiring Agent may, may on behalf of the Lenders and the Issuing LenderL/C Issuer, appoint a successor Agent which meeting the qualifications set forth above; provided that if the retiring Agent shall be a financial institution notify the Borrower and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective and (and such 1) the retiring Agent shall be relieved discharged from its duties and obligations hereunderhereunder and under the other Loan Documents (except in the case of the Collateral Agent holding collateral security on behalf of any Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and the Required Lenders shall thereafter perform (2) all the duties of payments, communications and determinations provided to be made by, to or through such Agent hereunder and/or under any other Loan Document shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as the Administrative Agent and/or or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the resigning retiring (or retired) Agent, and the resigning retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided aboveabove in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to a successor such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Section 8 Article VIII and Section 9.5 9.05 shall continue in effect for the benefit of such resigning retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C 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 L/C Issuer and Swingline Lender, (b) the retiring L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. Each Any Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor AgentAgent (which, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect has occurred and is continuing at the time of such appointment, shall be reasonably acceptable to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayedBorrower), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 10 30 days after the resigning Agent gives retiring Agent’s giving of notice of its resignation, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent Agent, which, unless an Event of Default shall have occurred and is continuing, shall be reasonably acceptable to the Borrower and which shall be a financial institution with an office commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent and, in New Yorkthe case of a successor Collateral Agent, New Yorkupon the execution and filing or recording of such financing statements, or an Affiliate amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of any the Liens granted or purported to be granted by the Collateral Documents, such financial institutionsuccessor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation under this Section 9.06 no successor Agent has shall have been appointed pursuant to and shall have accepted such appointment, then on such 45th day (a) the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such retiring Agent’s resignation shall become effective effective, (and such b) the retiring Agent shall thereupon be relieved discharged from its duties and obligations hereunderunder the Loan Documents and (c) and the Required Lenders shall thereafter perform all the duties of such the retiring Agent hereunder and/or under any other the Loan Document Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s resignation hereunderhereunder as Agent shall have become effective, the provisions of this Section 8 and Section 9.5 Article IX shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent under this Agreement.

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

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

Successor Agents. Each (a) Subject to the terms of this Section 12.05, each Agent may resign at any time may, upon 10 thirty (30) days’ written notice to the Lenders, the Issuing Lender Lenders and the Borrower, resign as Administrative Agent or Collateral Agent, as applicable. Upon any such resignationIf an Agent shall resign, then the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent. If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, which such Agent may appoint a successor agent. The appointment of any successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the prior written consent of the Borrower (which approval consent shall not be unreasonably withheld or delayed), whereupon ; provided that the consent of the Borrower to any such appointment shall not be required if (i) a Default or Event of Default shall have occurred and is continuing or (ii) if such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the resigning Agent gives notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint agent is a successor Agent which shall be a financial institution with an office in New York, New York, Lender or an Affiliate of such Agent or any such financial institutionLender. If no Any resignation of an Agent shall be effective upon the appointment of a successor Agent has been appointed agent pursuant to this Section 12.05. After the immediately preceding sentence by the 10th day after the date such notice effectiveness of resignation was given by such Agent, such any retiring Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning retiring Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by and under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower other Facility Documents and such successor. After an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 Article XII shall continue in effect for the its benefit of such resigning Agent, its sub-agents and their respective Related Parties in with respect of to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the other Facility Documents. If no successor Administrative Agent or Collateral Agent, as applicable, shall have been appointed and an instrument of acceptance by a successor Administrative Agent or Collateral Agent, as applicable, shall not have been delivered to the Administrative Agent or Collateral Agent, as applicable, within sixty days after giving of notice of resignation by the Administrative Agent or Collateral Agent, as applicable, the resigning Administrative Agent or Collateral Agent, as applicable, may petition any court of them while acting competent jurisdiction for the appointment of a successor Administrative Agent or Collateral Agent, as Agentapplicable.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Successor Agents. Each of the Administrative Agent and Collateral Agent may resign at any time upon 10 days’ written give notice of its resignation to the Lenders, the Issuing Lender L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, subject to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an reasonable consent of the Borrower so long as no Event of Default under Section 7(a7.01(h) or Section 7(f(i) with respect is continuing, to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (appoint a successor, which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminateda bank with an office in the United States, without or an Affiliate of any other or further act or deed on such bank with an office in the part of such resigning Agent or any of the parties to this Agreement or any holders of the LoansUnited States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the resigning retiring Agent gives notice of its resignation, then the resigning retiring Agent may, may on behalf of the Lenders and the Issuing LenderL/C Issuer, appoint a successor Agent which meeting the qualifications set forth above; provided that if the retiring Agent shall be a financial institution notify the Borrower and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective and (and such 1) the retiring Agent shall be relieved discharged from its duties and obligations hereunderhereunder and under the other Loan Documents (except in the case of the Collateral Agent holding collateral security on behalf of any Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and the Required Lenders shall thereafter perform (2) all the duties of payments, communications and determinations provided to be made by, to or through such Agent hereunder and/or under any other Loan Document shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as the Administrative Agent and/or or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the resigning retiring (or retired) Agent, and the resigning retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided aboveabove in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to a successor such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Section 8 Article VIII and Section 9.5 9.05 shall continue in effect for the benefit of such resigning retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. Any resignation by Xxxxxx Xxxxxxx as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C 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 L/C Issuer and Swingline Lender, (b) the retiring L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. Each An Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders and the Borrowers, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, 45 days after the retiring Agent gives notice of its intention to resign. Either Agent may be removed at any time with or without cause by written notice received by such Agent from the Required Lenders, such removal to be effective on the Issuing Lender and date specified by the BorrowerRequired Lenders. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among appoint, on behalf of the Lenders Borrowers and the Lenders, a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the resigning Agent gives Agent’s giving notice of its resignationintention to resign, then the resigning Agent maymay appoint, on behalf of the Lenders Borrowers and the Issuing Lenders, a successor Agent. Notwithstanding the previous sentence, an Agent may at any time without the consent of the Borrowers or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institutionhereunder. If an Agent has resigned or been removed and no successor Agent has been appointed pursuant to appointed, the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter may perform all the duties of such Agent hereunder and/or under any and the Borrowers shall make all payments in respect of the Obligations to the applicable Lender and for all other Loan Document purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such time, if any, as successor Agent has accepted the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may beappointment. Any such resignation by such successor Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters a commercial bank having capital and retained earnings of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationat least $100,000,000. Upon the acceptance of its any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, and duties of the resigning or removed Agent. Upon the effectiveness of the resignation or removal of an Agent, and the resigning or removed Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by and under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorLoan Documents. After the effectiveness of the resignation or removal of an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 Article 10 shall continue in effect for the benefit of such resigning Agent, its sub-agents and their respective Related Parties or removed Agent in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate, or other analogous rate of the new Administrative Agent.

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

Successor Agents. Each The Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the BorrowerCompany. Upon any such resignation, the Required Lenders (in consultation with the Company) shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 10 30 days after the resigning Agent gives retiring Agent’s giving of notice of its resignation, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent Agent, which shall be a financial institution with an office in New York, New York, commercial bank organized under the laws of the United States or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice State thereof and having a combined capital and surplus of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationat least $250,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the resigning retiring Agent, and the resigning retiring Agent shall be discharged from its duties and obligations hereunder under the Loan Documents. If within 30 days after written notice is given of the retiring Agent’s resignation under this Section 8.6 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 30th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if not already discharged therefrom any, as the Lenders appoint a successor Agent as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s resignation hereunderor removal hereunder as Agent as to the Facility shall have become effective, the provisions of this Section 8 and Section 9.5 Article VIII shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent under this Agreement.

Successor Agents. Each (a) Agent may resign at any time upon 10 by giving thirty (30) days’ prior written notice thereof to Lenders and Borrower. In addition, the Requisite Lenders may by 30 days prior written notice to Agent and Borrower remove the Lenders, the Issuing Lender and the BorrowerAgent. Upon any such resignationnotice of resignation or removal, the Required Requisite Lenders shall have the right right, upon two (2) Business Days’ notice to Borrower, to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an so long as no Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject , reasonably acceptable to approval by the Borrower (which approval shall such acceptance not to be unreasonably withheld withheld, conditioned or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no such successor shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within 10 thirty (30) days after the resigning retiring Agent gives notice of its resignationresignation (the “Resignation Effective Date”), then the resigning retiring Agent may, but shall not be obligated to, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent which from among the Lenders, in each case, so long as no Event of Default shall have occurred and be continuing, reasonably acceptable to Borrower (such acceptance not to be unreasonably withheld, conditioned or delayed). Whether or not a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agentappointed, such Agent’s resignation shall become effective (and in accordance with such Agent shall be relieved from its duties and obligations hereunder) and notice on the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationResignation Effective Date. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agentretiring or removed Agent and the retiring or removed Agent shall promptly, following payment to the Agent of any outstanding fees and expenses owed to it (i) transfer to such successor 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 Agent under the Credit Documents, and (ii) execute and deliver to such successor Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the resigning assignment to such successor Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorhereunder. After an any retiring Agent’s resignation hereunderor removed Agent’s removal hereunder as Agent, the provisions of this Section 8 and Section 9.5 10 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent hereunder.

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

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

Successor Agents. Each The Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the BorrowerCompany. Upon any such resignation, the Required Lenders (in consultation with the Company) shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 10 30 days after the resigning Agent gives retiring Agent's giving of notice of its resignation, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent Agent, which shall be a financial institution with an office in New York, New York, commercial bank organized under the laws of the United States or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice State thereof and having a combined capital and surplus of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationat least $250,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the resigning retiring Agent, and the resigning retiring Agent shall be discharged from its duties and obligations hereunder under the Loan Documents. If within 30 days after written notice is given of the retiring Agent's resignation under this Section 8.6 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 30th day (a) the retiring Agent's resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if not already discharged therefrom any, as the Lenders appoint a successor Agent as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s 's resignation hereunderor removal hereunder as Agent as to the Facility shall have become effective, the provisions of this Section 8 and Section 9.5 Article VIII shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent under this Agreement.

Successor Agents. Each The Agent may resign may, at any time time, resign upon 10 30 days’ written notice to the Lenders, . If the Issuing Lender and the Borrower. Upon any such resignationAgent resigns under a Loan Document, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor Agent Agent, if other than a Committed Lender, shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 7(a) or Section 7(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment within 10 days after prior to the effective date of the resignation of the resigning Agent gives notice of its resignationAgent, then the resigning Agent mayshall have the right, on behalf of after consulting with the Lenders and the Issuing LenderBorrower, to appoint a successor Agent; provided such successor Agent which shall be is a financial institution with an office in New York, New York, Lender hereunder or an Affiliate a commercial bank organized under the laws of any such financial institutionthe United States and has a combined capital and surplus of at least $500,000,000. If no successor Agent has been is appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the effective date of such resignationthe resignation of the resigning Agent, the resigning Agent may appoint, after consulting with the Lenders and the Borrower, a successor Agent from among the Lenders. Upon the acceptance of its any appointment as an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning retiring Agent, and the resigning retiring Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, as appropriate, under this Agreement and the other Loan Documents and the provisions of this Section 8 and Section 9.5 10.09 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any it while it was an Agent under this Agreement. If no successor Agent has accepted appointment as Agent within 60 days after the retiring Agent’s giving notice of them while acting resignation, the retiring Agent’s resignation shall nevertheless become effective and the Lenders shall perform all duties of the Agent hereunder until such time, if any, as Agentthe Required Lenders appoint a successor Agent as provided for above.

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

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

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

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

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

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

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

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

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

Successor Agents. Each Agent or Oversight Agent, as the case may be, may resign at any time upon 10 by giving not less than forty-five (45) days’ ' prior written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower. Upon any such resignation, the Required Requisite Tranche A Lenders and Requisite Tranche B Lenders shall have the right to appoint from among the Lenders a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Requisite Tranche A Lenders and Requisite Tranche B Lenders and shall have accepted such appointment within 10 45 days after the resigning Agent gives Agent's giving notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent 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 with an office in New York, New York, or an Affiliate 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 such financial institutionState thereof and has a combined capital and surplus of at least $300,000,000. If no successor Agent has been appointed pursuant to the immediately preceding sentence foregoing, by the 10th 30th day after the date such notice of resignation was given by such the resigning Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Tranche A Requisite Lenders and the Requisite Tranche B Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Tranche A Requisite Lenders and the Requisite Tranche B Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may beprovided above. Any such resignation successor Agent appointed by such Agent Tranche A Requisite Lenders and the Requisite Tranche B Lenders hereunder shall also constitute, be subject to the extent applicableapproval of Borrower, its resignation as the Issuing Lender, in which case such resigning Agent (a) approval not to be unreasonably withheld or delayed; provided that such approval shall not be required to issue any further Letters if a Default or an Event of Credit hereunder Default shall have occurred and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationbe continuing. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by under this Agreement and the Borrower to a successor other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall be continue and Agent shall remain liable for matters arising prior to the same as those payable to its predecessor unless otherwise agreed between the Borrower and effective date of such successorresignation. After an any resigning Agent’s 's resignation hereunder, the provisions of this Section 8 and Section 9.5 9 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agentit was Agent under this Agreement and the other Loan Documents.

Successor Agents. Each Any Agent may resign at any time upon 10 by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Lender Parties and the BorrowerBorrower and may be removed at any time for cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has been replaced as Collateral Agent and it (or its Affiliate) has been replaced as an Issuing Bank and released from all obligations in respect thereof. Upon any such resignationresignation or removal, the Required Lenders shall have the right to appoint from among the Lenders a successor Agent, Agent (which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect be reasonably acceptable to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayedBorrower), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 10 30 days after the resigning Agent gives retiring Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the resigning retiring Agent may, on behalf of the Lenders and the Issuing LenderLender Parties, appoint a successor Agent Agent, which shall be a financial institution with commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as an office Agent hereunder by a successor Agent, and, in New Yorkthe case of a successor Collateral Agent, New Yorkupon the execution and filing or recording of such financing statements, or an Affiliate amendments thereto, and such amendments or supplements to the Mortgages and Assignments of any Leases, and such financial institution. If no other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent has been appointed pursuant shall succeed to and become vested with all the immediately preceding sentence by rights, powers, discretion, privileges and duties of the 10th day after the date such notice of resignation was given by such retiring Agent, such Agent’s resignation shall become effective (and such the retiring Agent shall be relieved discharged from its duties and obligations hereunderunder the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent’s resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all the duties of such the retiring Agent hereunder and/or under any other the Loan Document Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring Agent’s resignation hereunderor removal hereunder as an Agent shall have become effective, the provisions of this Section 8 and Section 9.5 Article VIII shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as Agent.it was an Agent under this Agreement. 115

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

Successor Agents. Each An Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the BorrowerCompany. Upon any such resignation, the Company shall, with the consent of the Required Lenders shall Lenders, have the right to appoint from among the Lenders a successor Agent (which may be the other institution then acting as Agent, which ). If no successor Agent shall have been so appointed, and shall have accepted such appointment, within 60 days after the retiring Agent gives notice of resignation (unless the “Resignation Effective Date”), the retiring Agent may, on behalf of the Lenders, appoint a successor Agent (which may be the other institution then acting as Agent), which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000 (an Event of Default under Section 7(a) or Section 7(f) “Eligible Successor Agent”); provided that if the retiring Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with respect such notice on the Resignation Effective Date. If the Person serving as an Agent is a Defaulting Lender, the Required Lenders may, to the Borrower shall have occurred and be continuing) be subject to approval extent permitted by the Borrower (which approval shall not be unreasonably withheld or delayed)applicable law, whereupon such successor Agent shall succeed by notice in writing to the rightsCompany and such Person, powers and duties of the resigning remove such Person as Agent, and with the term “Administrative Agent” and/or “Collateral Agent”consent of the Company, as applicable, shall mean such appoint a successor Agent effective upon such appointment and approval, and the resigning that is an Eligible Successor Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after (or such earlier day as shall be agreed by the resigning Agent gives notice of its resignationRequired Lenders) (the “Removal Effective Date”), then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which such removal shall be a financial institution nonetheless become effective in accordance with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (and such Agent shall be relieved from its duties and obligations hereunderas applicable) and (i) the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning retiring or removed Agent shall be discharged from its duties and obligations hereunder and (ii) all payments, communications and determinations provided to be made by, to or through such retiring or removed Agent, including under Section 5.01 hereof, shall instead be made by or to each Lender and Issuing Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for in this Section. Upon the acceptance of its appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder as Agent (if not already discharged therefrom as provided abovein this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring or removed Agent’s resignation hereunderor removal hereunder as an Agent, the provisions of this Section 8 and Section 9.5 Article shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as it was an Agent.

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

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

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

Successor Agents. Each Agent may resign at any time upon 10 days’ written give notice of its resignation to the Lenders, the Issuing Lender Lenders and the BorrowerBorrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, in consultation with the Borrowers, to appoint from among the Lenders a successor Agentsuccessor, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminateda bank with an office in New York, without New York, or an Affiliate of any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loansbank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the resigning retiring Agent gives notice of its resignation, then the resigning retiring Agent may, may on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent which meeting the qualifications set forth above provided that if the retiring Agent shall be a financial institution notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective and (and such 1) the retiring Agent shall be relieved discharged from its duties and obligations hereunderhereunder and under the other Loan Documents (except that in the case of any collateral security held by any Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Agent may continue to hold such collateral security until such time as a successor Agent is appointed and such collateral security is assigned to such successor Agent) and the Required Lenders shall thereafter perform (2) all the duties of payments, communications and determinations provided to be made by, to or through such 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 and/or Collateral Agent, as provided for above in this paragraph (provided that the case may be. Any such resignation by such retiring Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lendermay, in which case such resigning Agent (a) shall not be required its sole discretion, elect to issue any further Letters of Credit hereunder and (b) shall maintain continue to provide all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date or a portion of such resignationservices it previously provided until such time as a successor Agent is appointed). Upon the acceptance of its a successor’s appointment as Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the resigning retiring (or retired) Agent, and the resigning retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided aboveabove in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After an the retiring Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Section 8 9 and Section 9.5 11.5 shall continue in effect for the benefit of such resigning retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent.

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

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

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

Successor Agents. Each The Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower, which resignation will become effective at such times as more specifically set forth in this Section 7.6. Upon any such resignation, the Required Lenders shall have the right to appoint from among the Lenders a successor Agentagent, provided, however, that any such appointment of a successor agent must have been consented to in writing by Borrower, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent shall not be unreasonably withheld or delayed), whereupon such successor Agent unless an Event of Default shall succeed to the rightshave occurred and be continuing, powers and duties in which case no consent of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent Borrower shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loansrequired. If no successor agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within 10 30 days after the resigning Agent gives Agent's giving of notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing LenderLenders, appoint a successor Agent agent (from among the Lenders), which shall be a financial institution with an office in New York, New York, commercial bank or an Affiliate finance company organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000 (any successor agent appointed under this Section 7.6 is referred to herein as a "Successor Agent"). Upon the acceptance of any appointment as the Agent hereunder by a Successor Agent, such financial institutionSuccessor Agent shall succeed to and become vested with such rights, powers, discretion, privileges and duties of the Agent in its capacity as agent, and Agent shall be discharged from such duties and obligations as the Agent under the Loan Documents. If within 45 days after written notice is given of the retiring the Agent's resignation under this Section 7.6 no successor Successor Agent has shall have been appointed pursuant to and shall have accepted such appointment, then on such 45th day (a) the immediately preceding sentence by Agent's resignation shall become effective, (b) Agent shall thereupon be discharged from such agency duties and obligations under the 10th day after the date such Loan Documents and as identified in its notice of resignation was given by such Agent, such Agent’s resignation shall become effective and (and such Agent shall be relieved from its duties and obligations hereunderc) and the Required Lenders shall thereafter perform all the duties of such the Agent hereunder and/or under any other the Loan Document Documents until such time, if any, as the Required Lenders appoint a successor Administrative Successor Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an the Agent’s 's resignation hereunderhereunder as agent shall have become effective, the provisions of this Section 8 and Section 9.5 Article VII shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting in its capacity as Agentagent under this Agreement.

Successor Agents. Each (a) Subject to the terms of this Section 12.05, each Agent may resign at any time may, upon 10 thirty (30) days’ written notice to the Lenders, the Issuing Lender Lenders and the Borrower, resign as Administrative Agent or Collateral Agent, as applicable. Upon If an Agent shall resign, then the Required Xxxxxxx shall appoint a successor agent. If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, the Required Lenders shall have the right to such Agent may appoint from among the Lenders a successor Agent, which agent. The appointment of any successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the prior written consent of the Borrower (which approval consent shall not be unreasonably withheld or delayed), whereupon ; provided that the consent of the Borrower to any such appointment shall not be required if (i) a Default or Event of Default shall have occurred and is continuing or (ii) if such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the resigning Agent gives notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint agent is a successor Agent which shall be a financial institution with an office in New York, New York, Lender or an Affiliate of such Agent or any such financial institutionLender. If no Any resignation of an Agent shall be effective upon the appointment of a successor Agent has been appointed agent pursuant to this Section 12.05. After the immediately preceding sentence by the 10th day after the date such notice effectiveness of resignation was given by such Agent, such any retiring Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning retiring Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by and under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower other Facility Documents and such successor. After an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 Article XII shall continue in effect for the its benefit of such resigning Agent, its sub-agents and their respective Related Parties in with respect of to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the other Facility Documents. If no successor Collateral Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within sixty days after giving of notice of resignation by the Collateral Agent, the resigning Collateral Agent may petition any court of them while acting as competent jurisdiction for the appointment of a successor Collateral Agent.

Successor Agents. Each Any Administrative Agent may resign at any time upon 10 by giving 30 days’ prior written notice thereof to the LendersCollateral Agent, the Issuing Lender Lenders and the BorrowerCompany. Upon any such notice of resignation, the Required Requisite Lenders shall have the right right, upon five Business Days’ notice to appoint from among the Lenders a successor AgentCompany, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the resigning Agent gives notice of its resignation, then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitutewhich must be a Lender, subject (if no Event of Default exists) to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters approval of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationCompany. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning retiring Administrative Agent. Whether or not a successor is appointed, and the resigning retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by the Borrower to a successor Agent shall be the same as those payable to under this Agreement upon its predecessor unless otherwise agreed between the Borrower and such successorresignation becoming effective in accordance with its notice of resignation. After an any retiring Administrative Agent’s resignation hereunderhereunder as an Administrative Agent, the provisions of this Section 8 and Section 9.5 11 shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement. Any Collateral Agent may resign at any time by giving 30 days’ prior written notice thereof to Administrative Agent, Lenders and Company. Upon any such notice of them resignation, Requisite Lenders shall have the right, upon five Business Days’ notice to Company, to appoint a successor Collateral Agent, subject (if no Event of Default exists) to the approval of Company. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent. Whether or not a successor is appointed, the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement upon its resignation becoming effective in accordance with its notice of resignation. After any retiring Collateral Agent’s resignation hereunder as the Collateral Agent, the provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while acting as Agentit was the Collateral Agent under this Agreement.

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

Successor Agents. Each An Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the BorrowerCompany. Upon any such resignation, the Company shall, with the consent of the Required Lenders shall Lenders, have the right to appoint from among the Lenders a successor Agent (which may be the other institution then acting as Agent, which ). If no successor Agent shall have been so appointed, and shall have accepted such appointment, within 60 days after the retiring Agent gives notice of resignation (unless the “Resignation Effective Date”), the retiring Agent may, on behalf of the Lenders, appoint a successor Agent (which may be the other institution then acting as Agent), which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $50,000,000 (an Event of Default under Section 7(a) or Section 7(f) “Eligible Successor Agent”); provided that if the retiring Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with respect such notice on the Resignation Effective Date. If the Person serving as an Agent is a Defaulting Lender, the Required Lenders may, to the Borrower shall have occurred and be continuing) be subject to approval extent permitted by the Borrower (which approval shall not be unreasonably withheld or delayed)applicable law, whereupon such successor Agent shall succeed by notice in writing to the rightsCompany and such Person, powers and duties of the resigning remove such Person as Agent, and with the term “Administrative Agent” and/or “Collateral Agent”consent of the Company, as applicable, shall mean such appoint a successor Agent effective upon such appointment and approval, and the resigning that is an Eligible Successor Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after (or such earlier day as shall be agreed by the resigning Agent gives notice of its resignationRequired Lenders) (the “Removal Effective Date”), then the resigning Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent which such removal shall be a financial institution nonetheless become effective in accordance with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective on the Removal Effective Date. With effect from the Resignation Effective Date or the Removal Effective Date (and such Agent shall be relieved from its duties and obligations hereunderas applicable) and (i) the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be. Any such resignation by such Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent, and the resigning retiring or removed Agent shall be discharged from its duties and obligations hereunder and (ii) all payments, communications and determinations provided to be made by, to or through such retiring or removed Agent, including under Section 5.01 hereof, shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for in this Section. Upon the acceptance of its appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder as Agent (if not already discharged therefrom as provided abovein this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an any retiring or removed Agent’s resignation hereunderor removal hereunder as an Agent, the provisions of this Section 8 and Section 9.5 Article shall continue in effect for the inure to its benefit of such resigning Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while acting as it was an Agent.

Successor Agents. Each Any Agent may resign at any time upon 10 days’ by giving written notice thereof to the Lenders, the Issuing Lender Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five (45) days after the retiring Agent gives notice of its intention to resign. Upon any such resignation, the Required Lenders shall have the right (with, so long as no Default has occurred or is continuing at such time, the approval of the Borrower; such approval not to appoint from among be unreasonably withheld) to appoint, on behalf of the Lenders Borrower and the Lenders, a successor Agent, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 thirty (30) days after the resigning Agent gives Agent's giving notice of its resignationintention to resign, then the resigning Agent maymay appoint, on behalf of the Lenders Borrower and the Issuing Lenders, a successor Agent. Notwithstanding the previous sentence, any Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as its successor Agent which shall be a financial institution with an office in New York, New York, or an Affiliate of any such financial institutionhereunder. If an Agent has resigned and no successor Agent has been appointed pursuant to appointed, the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter may perform all the duties of such Agent hereunder and/or under any and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other Loan Document purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such time, if any, as successor Agent has accepted the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may beappointment. Any such resignation by such successor Agent hereunder shall also constitute, to the extent applicable, its resignation as the Issuing Lender, in which case such resigning Agent (a) shall not be required to issue any further Letters a commercial bank having capital and retained earnings of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationat least $100,000,000. Upon the acceptance of its any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Agent. Upon the effectiveness of the resignation of an Agent, and the resigning Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above). The fees payable by and under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorLoan Documents. After the effectiveness of the resignation of an Agent’s resignation hereunder, the provisions of this Section 8 and Section 9.5 Article X shall continue in effect for the benefit of such resigning Agent, its sub-agents and their respective Related Parties Agent in respect of any actions taken or omitted to be taken by any of them it while it was acting as Agentan Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then (a) the term "Prime Rate" as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent and (b) the references to "JPMCB" in the definitions of "Eurodollar Base Rate" and "Prime Rate" and in the last sentence of Section 2.13 shall be deemed to be a reference to such successor Administrative Agent in its individual capacity.

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

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

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

Successor Agents. Each of the Administrative Agent and Collateral Agent may resign at any time upon 10 days’ written give notice of its resignation to the Lenders, the Swingline Lender, the Issuing Lender Banks and the Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower or the Majority Lenders. Upon receipt of any such resignationnotice of resignation or removal, as the case may be, the Required Majority Lenders shall have the right to appoint from among the Lenders a successor Agentright, which successor Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect subject to the Borrower shall have occurred and be continuing) be subject to approval by consent of the Borrower (which approval shall not to be unreasonably withheld or delayed)) so long as no Default under Section 11.1 or 11.5 is continuing, whereupon such successor Agent to appoint a successor, which shall succeed to be a bank with an office in New York. If, in the rights, powers and duties case of the resigning a resignation of a retiring Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean no such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 10 30 days after the resigning retiring Agent gives notice of its resignation, then the resigning retiring Agent maymay on behalf of the Lenders, the Swingline Lender and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above (provided 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 Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing LenderBank directly, until such time as the Majority Lenders appoint a successor Agent which shall be as provided for above in this Section 12.9). Upon the acceptance of a financial institution with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agentsuccessor’s resignation shall become effective (and such Agent shall be relieved from its duties and obligations hereunder) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, appointment as the Required Lenders appoint a successor Administrative Agent and/or or Collateral Agent, as the case may be. Any , hereunder, and upon the execution and filing or recording of such resignation by financing statements, or amendments thereto, and such Agent hereunder shall also constituteother instruments or notices, to the extent applicableas may be necessary or desirable, its resignation or as the Issuing LenderMajority Lenders may request, in which case such resigning Agent (a) shall not order to continue the perfection of the Liens granted or purported to be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued granted by it prior to the date of such resignation. Upon the acceptance of its appointment as Agent hereunder by a successorSecurity Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the resigning retiring (or retired) Agent, and the resigning retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided aboveabove in this Section 12.9). The fees payable by After the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an retiring Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Section 8 12 (including Section 12.7) and Section 9.5 13.5 shall continue in effect for the benefit of such resigning retiring Agent, its sub-agents Subagents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. 183 Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

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

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

Successor Agents. Each The Administrative Agent may resign at any time resign, upon 10 days’ written 30 days prior notice to the Lenders, the Issuing Lender each L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right right, in consultation with the Borrower, to appoint from among a successor, which shall be a bank with an office in the Lenders United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor Agent, which successor Agent agent shall require the consent of the Borrower (unless except during the existence of an Event of Default under Section 7(a8.01(f) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (g)), which approval consent shall not be unreasonably withheld or delayed), whereupon such successor Agent shall succeed to the rights, powers and duties of the resigning Agent, and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor Agent effective upon such appointment and approval, and the resigning Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such resigning Agent or any of the parties to this Agreement or any holders of the Loans. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 30 days after the resigning retiring Administrative Agent gives notice of its resignation, then the resigning retiring Administrative Agent may, may on behalf of the Lenders and the Issuing LenderL/C Issuers (without the consent of any of the Lenders or the L/C Issuers but with the consent of the Borrower (except during the existence of an Event of Default under Section 8.01(f) or (g)), which consent shall not be unreasonably withheld or delayed), appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that if the Administrative Agent shall be a financial institution notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with an office in New York, New York, or an Affiliate of any such financial institution. If no successor Agent has been appointed pursuant to the immediately preceding sentence by the 10th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall become effective and (and such i) the retiring Administrative Agent shall be relieved discharged from its duties and obligations hereunderhereunder 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 any L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed); (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document L/C Issuer directly, until such time, if any, time as the Required Lenders appoint a successor Administrative Agent and/or as provided for above in this Section and (iii) the Borrower and the Lenders agree that in no event shall the retiring Administrative Agent and Collateral AgentAgent or any of their respective Affiliates or any of their respective officers, as the case may be. Any such resignation by such Agent hereunder shall also constitutedirectors, employees, agents, advisors, partners, trustees or representatives have any liability to the extent applicableLoan Parties, its resignation as any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Issuing Lender, in which case failure of a successor Administrative Agent or Collateral Agent to be appointed and to accept such resigning Agent (a) shall not be required to issue any further Letters of Credit hereunder and (b) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignationappointment. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the resigning retiring (or retired) Administrative Agent, and the resigning retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided aboveabove in this Section 9.09). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Section 8 Article IX and Section 9.5 Sections 10.04 and 10.05 shall continue in effect for the benefit of such resigning retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

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

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

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