Common use of Successor Agents Clause in Contracts

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

Successor Agents. The Each Administrative Agent may resign as Administrative Agent and the Collateral Agent may resign as Collateral Agent upon 10 20 days’ prior written notice to the Lenders and the BorrowerCompany. If the any Administrative Agent shall resign as Administrative Agent or the Collateral Agent shall resign as Collateral Agent under this Agreement and the other Loan Credit Documents, then the Required Lenders shall (a) if such resigning Administrative Agent is the Tranche B Term Loan Administrative Agent, appoint from among the Tranche B Term Loan Lenders a successor agent for the Tranche B Term Loan Lenders, (b) if such resigning Administrative Agent is the Asian Administrative Agent, appoint from among the Revolving Credit Lenders a successor agent for the Revolving Credit Lenders or (c) if the Collateral Agent shall resign, appoint from among the Lenders a successor agent for the LendersCollateral Agent, which successor agent in each case, shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval approved by the Borrower Company (which approval shall not be unreasonably withheld withheld) so long as no Default or delayed)Event of Default is continuing, whereupon such successor agent shall succeed to the rights, powers and duties of the Tranche B Term Loan Administrative Agent, the Asian Administrative Agent or the Collateral Agent, as the case may be, and the term “Tranche B Term Loan Administrative Agent”, “Asian Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s or Collateral Agent’s resignation as such agent hereunderAdministrative Agent or Collateral Agent, as the case may be, the provisions of this Section 9 12 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Administrative Agent or Collateral Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Credit Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon 10 thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative or the Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among a successor, which shall be a bank with an office in the Lenders United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent for shall require the Lenders, which successor agent shall (unless consent of the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(f) or Section 8(f(g) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, whereupon as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s rightsor retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, without any other or further act or deed on as applicable, hereunder as the part of such former Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent’s or retiring Collateral Agent’s resignation as such agent hereunderhereunder and under the other Loan Documents, the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its benefit as to agents and sub-agents in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of them while the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Administrative Agent and the Collateral Agent each may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent shall resign as or Collateral Agent or a controlling Affiliate of the Administrative Agent under this Agreement and or the other Loan DocumentsCollateral Agent is subject to an Agent-Related Distress Event, then the Borrower may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an be consented to by the Borrower at all times other than during the existence of a Specified Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayeddelayed in the case of a successor that is a commercial bank or other entity with a combined capital and surplus of at least $5,000,000,000, but may otherwise be withheld or delayed in Xxxxxxxx’s sole discretion). If no successor agent is appointed prior to the effective date of the resignation or removal, as applicable, of the Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution in which case Parent may, after consulting with the Required Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above), whereupon as applicable, the Administrative Agent or Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower and subject to the consent rights of the Borrower set forth above, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effectiveeffective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that (x) in the case of any Collateral security held by the Administrative Agent or Collateral Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring or removed Administrative Agent or Collateral Agent, as applicable, shall continue to hold such Collateral security (including any Collateral security subsequently delivered to the Administrative Agent or Collateral Agent, as applicable) as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed and (y) the Administrative Agent or Collateral Agent, as applicable, shall continue to act as collateral agent for the purposes of identifying a “security agent” (or similar title) in any filing or recording financing statements, amendments thereto or other applicable filings or recordings with any Governmental Authority necessary for the perfection of the liens on Collateral securing the Obligations to the extent required by the Loan Documents), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) other than as provided in the parenthetical in clause (i) above, the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the successor Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as such agent hereunderapplicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09 but the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any actions taken in connection with transferring time the agency Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to any successor clause (d) of the definition thereof, the Administrative AgentAgent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the Required Lenders.

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

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable upon 10 thirty (30) days’ notice to the Lenders and the BorrowerXxxxxxx. If the Administrative Agent shall resign as Administrative or the Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by Xxxxxxx at all times other than during the existence of an Event of Default under Section 8(a8.01(f) or Section 8(f(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of Xxxxxxx shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, whereupon as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and Xxxxxxx, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent” shall mean such successor administrative agent effective upon such appointment and approvalor collateral agent and/or Supplemental Agent, as the case may be, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated, without any other . After the retiring Administrative Agent’s or further act or deed on the part of such former Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as such agent hereunderthe Administrative Agent or the Collateral Agent, the provisions of this Section 9 Article IX shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and acting as the other Loan Documents and (ii) after such resignation Administrative Agent or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Collateral Agent.

Successor Agents. (a) The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative or Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrowers at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Borrowers shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or Collateral Agent, whereupon as applicable, the Administrative Agent or Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrowers, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act or deed on Collateral Agent’s resignation hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effectiveeffective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as such agent hereunderapplicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents but the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and any of them solely in respect of the other Loan Documents and or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (iid) after such resignation of the definition thereof, the Administrative Agent or removal for Collateral Agent may be removed as long as it continues to act in any capacity the Administrative Agent or Collateral Agent hereunder or under at the other Loan Documents, including request of the Dutch Borrower (a) holding any collateral security on behalf of any of the Lenders Borrowers) and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentRequired Lenders.

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

Successor Agents. (a) The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Parent Borrower and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsUpon receipt of any such notice of resignation, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Parent Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Parent Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or Collateral Agent, whereupon as applicable, the Administrative Agent or Collateral Agent may appoint, after consulting with the Lenders and the Parent Borrower, a successor agent. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act or deed on Collateral Agent’s resignation hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effectiveeffective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as such agent hereunderapplicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) them solely in respect of any actions taken in connection with transferring the agency to any successor Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable.

Successor Agents. (a) The Administrative Agent may resign as Administrative Agent upon 10 30 days’ notice to the Lenders (or be removed as Administrative Agent as contemplated by and pursuant to Section 9.09(b) below); provided that any such resignation by, or removal of, the BorrowerAdministrative Agent shall also constitute its resignation or removal as the Collateral Agent and as an L/C Issuer (if applicable) (unless otherwise agreed to by such resigning or removed Administrative Agent) and as the Swing Line Lender. If the Administrative Agent shall resign as Administrative Agent resigns or is removed under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor administrative agent, collateral agent and l/c issuer (if applicable) for the Lenders, Lenders which successor administrative agent shall (unless be consented to by the Borrower Representative at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval Representative shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent, whereupon the Administrative Agent may appoint, after consulting with the Lenders and the Borrower Representative, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, (i) the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring or removed Administrative Agent and the retiring Swing Line Lender, (ii) such successor administrative agent shall become an “L/C Issuer” and shall have all the rights, powers and duties of an “L/C Issuer” (if the retiring or removed Administrative Agent was an L/C Issuer), (iii) the respective terms “Administrative Agent,” “Swing Line Lender” and “L/C Issuer” (if applicable) shall mean or include, as applicable, such successor administrative agent, successor swing line lender and new Letter of Credit issuer, (iv) the resigning or removed L/C Issuer (if applicable) shall remain a party to the Credit Agreement and shall continue to have all the rights and obligations of an “L/C Issuer” under the Credit Agreement and the other Loan Documents with respect to each Letter of Credit issued by such L/C Issuer and outstanding at such time of resignation (including, without limitation, the right to receive fronting fees pursuant to Section 2.04(j) (Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer)) but shall not be required to issue new (or renew or extend existing) Letters of Credit, (v) the term “Administrative Collateral Agent” shall mean such successor agent effective upon such appointment be deemed to be references to the Administrative Agent and approval(vi) the retiring or removed Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated and the former Administrative AgentSwing Line Lender’s rights, powers and duties as Administrative Agent such shall be terminated, without any other or further act or deed on the part of such former Administrative Agent retiring or removed Swing Line Lender or any other Lender. After any retiring or removed Administrative Agent’s resignation hereunder as Administrative Agent, L/C Issuer and Swing Line Lender, the provisions of this Article IX (Agents) and Sections 10.04 (Attorney Costs, Expenses and Taxes) and 10.05 (Indemnification by the parties Borrowers; Limitation of Liability) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent, L/C Issuer or Swing Line Lender, as the case may be, under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 10 thirty (30) days following a retiring Administrative Agent’s notice of resignationresignation (or a notice from the Required Lenders to the Administrative Agent under Section 9.09(b) below of removal as Administrative Agent), the retiring Administrative Agent’s resignation or removal as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender shall nevertheless thereupon become effectiveeffective (subject, in the case of removal, to the requirements of Sections 9.09(b) and 9.09(c)(ii) below) and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After ; provided that, (x) in the case of any retiring Administrative Agent’s such resignation or removal as such agent hereunderL/C Issuer, the provisions of this Section 9 clause (iv) of the preceding sentence shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents apply and (iiy) after in the case of any such resignation or removal for as long Swing Line Lender, the retiring or removed Swing Line Lender shall not be required to make additional Swing Line Loans hereunder and shall maintain all of its rights as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in a Swing Line Lender with respect of any actions taken in connection with transferring the agency to any successor Administrative AgentSwing Line Loans made by it prior to the date of such resignation or removal.

Successor Agents. (a) The Senior Administrative Agent and the Senior Collateral Agent may resign as Senior Administrative Agent and Senior Collateral Agent, respectively, upon 10 30 days’ notice to the Lenders and the Borrower. If the Senior Administrative Agent or Senior Collateral Agent, as applicable, shall resign as Senior Administrative Agent or Senior Collateral Agent, as applicable, under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a9(a) or Section 8(f9(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 Senior Administrative Agent or Senior Collateral Agent, as applicable, and the term “Senior Administrative Agent” or “Senior Collateral Agent,” as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Senior Administrative Agent’s ’s, or Senior Collateral Agent’s, as applicable, rights, powers and duties as Senior Administrative Agent or Senior Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Senior Administrative Agent or Senior Collateral Agent, as applicable, or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Senior Administrative Agent or Senior Collateral Agent, as applicable, by the date that is 10 30 days following a retiring Senior Administrative Agent’s or Senior Collateral Agent’s, as applicable, notice of resignation, the retiring Senior Administrative Agent’s or Senior Collateral Agent’s, as applicable, resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Senior Administrative Agent or Senior Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Senior Administrative Agent’s or Senior Collateral Agent’s, as applicable, resignation as such agent hereunderSenior Administrative Agent or Senior Collateral Agent, as applicable, the provisions of this Section 9 10 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Senior Administrative Agent or Senior Collateral Agent, as applicable, under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable upon 10 thirty (30) days’ notice to the Lenders and the BorrowerParent Borrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Parent Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative or the Collateral Agent resigns under this Agreement and or is removed by the other Loan DocumentsParent Borrower, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Parent Borrower at all times other than during the existence of a Specified Default (unless an Event which consent of Default under Section 8(a) the Parent Borrower shall not be unreasonably withheld or Section 8(f) with respect delayed). If no successor agent is appointed prior to the Borrower shall have occurred effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and be continuing) be subject to approval by the Parent Borrower, in the case of a removal may appoint, with the consent of the Parent Borrower (in the case of a resignation) at all times other than during the existence of a Specified Default (which approval consent of the Parent Borrower shall not be unreasonably withheld or delayed), whereupon a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent” shall mean such successor administrative agent effective upon such appointment and approvalor collateral agent and/or Supplemental Agent, as the case may be, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated, without any other or further act or deed on terminated (provided that the part of such former retiring Administrative Agent or Collateral Agent shall continue to be subject to Section 10.08). After the retiring Administrative Agent’s or the Collateral Agent’s resignation or removal hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article 9 and the provisions of Sections 10.04 and 10.05 shall inure to its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or ten (10) days following the Parent Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective, effective and the Required Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents (provided that the retiring Administrative Agent or Collateral Agent shall continue to be subject to Section 10.08). After any the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as such agent hereunderthe Administrative Agent or the Collateral Agent, the provisions of this Section Article 9 and Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.09 shall also constitute its resignation as L/C Issuer and Swing Line Lender pursuant to Section 10.07(k). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) while it was an agent under this Agreement such successor shall succeed to and become vested with all of the other Loan Documents rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (ii) after such resignation or removal for as long as it continues to act in any capacity the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, including and (aiii) holding any collateral security on behalf the successor L/C Issuer shall issue letters of any 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 Lenders and (b) in retiring L/C Issuer with respect to such Letters of any actions taken in connection with transferring the agency to any successor Administrative AgentCredit.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable upon 10 thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative or the Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f) or Section 8(f(g) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, whereupon as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent or retiring Collateral Agent (other than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent or Collateral Agent as of the effective date of its resignation) and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent effective upon such appointment and approvalor collateral agent and/or Supplemental Agent, as the case may be, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated, without any other terminated (if not already terminated as provided below). After the retiring Administrative Agent’s or further act or deed on the part of such former Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effectiveeffective and such Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 and 6.15 is satisfied, the successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged, if not previously discharged pursuant to the foregoing provisions of this Section 9.09, from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as such agent hereunderthe Administrative Agent or the Collateral Agent, the provisions of this Article IX and Section 9 10.04 and 10.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and acting as the other Loan Documents and (ii) after such resignation Administrative Agent or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Collateral Agent.

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

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable upon 10 thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative or the Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(f) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, whereupon as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent effective upon such appointment and approvalor collateral agent and/or Supplemental Agent, as the case may be, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated, without any other . After the retiring Administrative Agent’s or further act or deed on the part of such former Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date that which is 10 thirty (30) days following a delivery of the retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effectiveeffective and such Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and the Required Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged, if not previously discharged pursuant to the foregoing sentence, from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as such agent hereunderthe Administrative Agent or the Collateral Agent, the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and acting as the other Loan Documents and (ii) after such resignation Administrative Agent or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Collateral Agent.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as Administrative Agent upon 10 days’ at any time by giving written notice thereof to the Lenders and the Borrower. If Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent or Collateral Agent, as applicable. If no successor Administrative Agent or Collateral Agent shall resign have been so appointed by the Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, selected from among the Lenders. Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent or as Collateral Agent by a successor Collateral Agent, such successor Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the applicable retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect . Prior to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative any retiring Agent’s rights, powers and duties resignation hereunder as Administrative Agent or Collateral Agent, the retiring Agent shall take such action as may be terminated, without any other or further act or deed on reasonably necessary to assign to the part of such former successor Agent its rights as Administrative Agent or any of Collateral Agent, as applicable, under the parties to this Agreement or any holders of the LoansLoan Documents. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of After such resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunder, Agent shall continue to have the provisions benefit of this Section 9 shall inure to its benefit Article X as to any actions taken or omitted to be taken by it (i) while it was an agent Administrative Agent or Collateral Agent, as applicable, under this Agreement and the other Loan Documents Documents. If no Person has accepted the appointment as successor Collateral Agent, as provided above, the Administrative Agent shall succeed to, and (ii) after such become vested with, all the rights, powers, privileges and duties of, the applicable retiring Collateral Agent effective upon its resignation or removal for until a successor Collateral Agent has been appointed in accordance with the terms hereof. If no Person has accepted the appointment as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent or the Administrative Agent has not succeeded a retiring Collateral Agent, in each case, as provided above, the Requisite Lenders shall succeed to, and become vested with, all the rights, powers, privileges and duties of, the applicable retiring Agent effective upon its resignation. AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable, upon 10 thirty (30) days’ notice to the Lenders, the Borrowers and each other Agent and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower Representative may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent or Collateral Agent, as applicable, the Lenders and the Borrowereach other Agent. If the Administrative Agent shall resign as Administrative or the Collateral Agent under this Agreement and resigns or is removed by the other Loan DocumentsBorrower Representative, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lendersagent, which successor agent shall (unless an Event a) in the case of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred Administrative Agent, be selected from among the Lenders and be continuing(b) be subject consented to approval by the Borrower Representative at all times other than during the existence of Payment or Bankruptcy Default (which approval consent of the Borrower Representative shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Administrative Agent or Collateral Agent be a Defaulting Lender or a Disqualified Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, whereupon as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower Representative, in the case of a removal may appoint, after consulting with the Lenders and the Borrower Representative (in the case of a resignation), a successor agent which, in the case of the Administrative Agent, shall be from among the Lenders (subject to the proviso at the end of the immediately preceding sentence). Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent or retiring Collateral Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent” shall mean such successor administrative agent effective upon such appointment and approvalor collateral agent, as the case may be, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated, without any other . After the retiring Administrative Agent’s or further act the Collateral Agent’s resignation or deed on removal in accordance herewith as the part of such former Administrative Agent or the Collateral Agent, the provisions of this Article IX and the provisions of Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent in respect of the parties to this Agreement or any holders of the LoansLoan Documents. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or ten (10) days following the Borrower Representative’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (x) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (y) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as such agent hereunderthe Administrative Agent or the Collateral Agent, the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and acting as the other Loan Documents and (ii) after such resignation Administrative Agent or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Collateral Agent.

Successor Agents. The Administrative Agent or the Syndication Agent may resign as Administrative Agent upon 10 days’ at any time by giving notice thereof to the Lenders Banks, the Borrower and the Borrower. If each other and the Administrative Agent or the Syndication Agent, as applicable, shall resign in the event its Commitment (without participants) is reduced to less than Ten Million Dollars ($10,000,000) unless as a result of a cancellation or reduction in the aggregate Commitments. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Administrative Agent under this Agreement and the other Loan Documentsor Syndication Agent, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lendersas applicable, which successor agent shall Administrative Agent or successor Syndication Agent (unless an as applicable) shall, provided no Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have has occurred and be is then continuing) , be subject to approval by the Borrower (Borrower's approval, which approval shall not be unreasonably withheld or delayed. If no successor Administrative Agent or Syndication Agent (as applicable) shall have been so appointed by the Majority Banks and approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent or Syndication Agent (as applicable) gives notice of resignation, then the retiring Administrative Agent or retiring Syndication Agent (as applicable) may, on behalf of the Banks, appoint a successor Administrative Agent or Syndication Agent (as applicable), whereupon which shall be the Administrative Agent, Documentation Agent or the Syndication Agent as the case may be, who shall act until the Majority Banks shall appoint an Administrative Agent or Syndication Agent. Any appointment of a successor Administrative Agent or Syndication Agent by Majority Banks or the retiring Administrative Agent or the Syndication Agent pursuant to the preceding sentence shall, provided no Event of Default has occurred and is then continuing, be subject to the Borrower's approval, which approval shall not be unreasonably withheld or delayed. Upon the acceptance of its appointment as the Administrative Agent or Syndication Agent hereunder by a successor Administrative Agent or successor Syndication Agent, as applicable, such successor agent Administrative Agent or successor Syndication Agent, as applicable, shall thereupon succeed to and become vested with all the rightsrights and duties of the retiring Administrative Agent or retiring Syndication Agent, powers as applicable, and the retiring Administrative Agent or the retiring Syndication Agent, as applicable, shall be discharged from its duties and obligations hereunder. The rights and duties of the Administrative AgentAgent to be vested in any successor Administrative Agent shall include, and without limitation, the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers rights and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveSwingline Lender. After any retiring Administrative Agent’s 's or retiring Syndication Agent's resignation as such agent hereunder, the provisions of this Section 9 Article shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement the Administrative Agent or the Syndication Agent, as applicable. For gross negligence or willful misconduct, as determined by all the Banks (excluding for such determination Administrative Agent or Syndication Agent in its capacity as a Bank, as applicable), Administrative Agent or Syndication Agent may be removed at any time by giving at least thirty (30) Business Days' prior written notice to Administrative Agent or Syndication Agent and the other Loan Documents and (ii) after such Borrower. Such resignation or removal for as long as it continues to act in any capacity hereunder or under shall take effect upon the other Loan Documents, including (a) holding any collateral security on behalf acceptance of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any appointment by a successor Administrative Agent, Documentation Agent or Syndication Agent, as applicable, in accordance with the provisions of this Section 7.8.

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

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

Successor Agents. The Administrative Agent and/or the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, respectively, upon 10 thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as or the Collateral Agent becomes a Defaulting Lender, such Agent may be removed by the Required Lenders. If the Administrative Agent or the Collateral Agent resigns or is removed under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among the Lenders a successor to such agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed)) and shall be made in consultation with (but shall not require the consent of) the Borrower during the existence of an Event of Default. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, whereupon the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring or removed Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent effective upon such appointment and approvalor collateral agent and/or Supplemental Agent, as the case may be, and the former retiring or removed Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or the Collateral Agent, as applicable, shall be terminated, without any other . After the retiring or further act removed Administrative Agent’s or deed on Collateral Agent’s resignation or removal hereunder as the part of such former Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article VIII and Section 9.05 shall inure to its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent, as applicable, under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent, as applicable, by the date that which is 10 thirty (30) days following a the retiring or removed Administrative Agent’s or Collateral Agent’s notice of resignationresignation or notice of removal from the Required Lenders, as the case may be, the retiring or removed Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the validity and perfection of the Liens granted or purported to be granted by the Security Documents, the successor Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring or removed Administrative Agent or Collateral Agent, as applicable, and the retiring or removed Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After any the retiring or removed Administrative Agent’s or Collateral Agent’s resignation or removal hereunder as such agent hereunderthe Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article V III and Section 9 9.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and acting as the other Loan Documents and (ii) after such resignation Administrative Agent or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Collateral Agent.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as Administrative Agent upon 10 30 days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsUpon receipt of any such notice of resignation, then the Required Lenders shall appoint from among the Lenders a successor agent for (which may be an Affiliate of a Lender but not of a Loan Party), with the Lenders, which successor agent shall (unless consent of the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent shall not be unreasonably withheld or delayed), whereupon . If no such successor agent shall succeed have been so appointed by the Required Lenders and shall have accepted such appointment prior to the rights, powers and duties effective date of the resignation of the Administrative Agent or the Collateral Agent, and as applicable, then 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 the Collateral Agent, as applicable, may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on such effective date, where (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Lenders under any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignationLoan Documents, the retiring Administrative Agent or Collateral Agent’s resignation , as applicable, may (but shall nevertheless thereupon become effectivenot be obligated to) continue to hold such collateral security until such time as a successor Administrative Agent or Collateral Agent, as applicable, is appointed) and the Lenders shall assume (ii) all payments, communications and perform all of the duties of determinations provided to be made by, to or through the Administrative Agent hereunder or the Collateral Agent, as applicable, shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent or Collateral Agent, as applicable, as provided for above. In addition, the Required Lenders may instruct the Administrative Agent or the Collateral Agent, as applicable, to resign upon 30 days’ notice to the Borrower and the Administrative Agent or the Collateral Agent, as applicable, and shall specify in such notice a successor Administrative Agent or Collateral Agent, as applicable (which successor shall be subject to the consent of the Borrower at all times other than during the existence of an Event of Default (which consent shall not be unreasonably withheld or delayed)). Upon the acceptance of a successor’s appointment hereunder as the Administrative Agent or the Collateral Agent, as applicable, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or Collateral Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent’s or Collateral Agent’s, as applicable, resignation as such agent hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 9 8.3 shall inure to its continue in effect for the benefit of such retiring Administrative Agent or Collateral Agent, as to applicable, their respective sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of them while the Lenders and (b) in respect of any actions taken in connection with transferring retiring Administrative Agent or Collateral Agent, as applicable, was acting as the agency to any successor Administrative Agent or the Collateral Agent, as applicable.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable upon 10 thirty (30) days’ notice to the Lenders and the BorrowerBorrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative or the Collateral Agent resigns under this Agreement and or is removed by the other Loan DocumentsBorrower, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(aSections 8.01(f) or Section 8(f(g) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, whereupon as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent” shall mean such successor administrative agent effective upon such appointment and approvalor collateral agent and/or Supplemental Agent, as the case may be, and the former retiring Alight Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated, without any other . After the retiring Administrative Agent’s or further act the Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article 9 and the provisions of Sections 10.04 and 10.05 shall inure to its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as such agent hereunderthe Administrative Agent or the Collateral Agent, the provisions of this Section Article 9 and Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was an agent under acting as the Administrative Agent or the Collateral Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Agreement Section shall also constitute its resignation as a L/C Issuer and the other Loan Documents Swing Line Lender pursuant to Sections 2.03(q) and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent2.04(h).

Successor Agents. The Each of the Administrative Agent, the Collateral Agent, the Documentation Agent and the Syndication Agent may resign as Administrative Agent such upon 10 30 days’ ' notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as "Administrative Agent" or the Collateral Agent shall resign as "Collateral Agent" under this Agreement and the other Loan Credit Documents, then the Required Lenders shall appoint from among the Lenders a successor agent Administrative Agent or Collateral Agent (as the case may be) for the Lenders, which successor agent shall Administrative Agent or Collateral Agent (unless an PROVIDED that, to the extent that no Default or Event of Default under Section 8(a) is continuing at the time of such appointment, such Administrative Agent or Section 8(f) with respect to Collateral Agent, as the Borrower case may be, shall have occurred and be continuing) be subject to approval been approved by the Borrower (which approval shall not be unreasonably withheld or delayedCompany), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and Agent or the term “Administrative Agent” shall mean such successor agent effective Collateral Agent (as the case may be) hereunder. Effective upon such appointment and approval, the term "Administrative Agent" or "Collateral Agent" (as the case may be) shall mean such successor Administrative Agent or Collateral Agent, and the former Administrative Agent’s rights, powers and duties of the former Administrative Agent as Administrative Agent or of the former Collateral Agent as Collateral Agent (as the case may be) shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent (as the case may be) or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment After any resignation of the retiring Administrative Agent as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice or of resignation, the retiring Administrative Collateral Agent as Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunder, the provisions of this Section 9 13 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Administrative Agent or Collateral Agent (as the case may be) under this Agreement and the other Loan Documents Credit Documents. Notwithstanding anything to the contrary contained herein, during such time as shares of capital stock of Hexcel Pottsville Corporation are pledged to the Collateral Agent pursuant to the terms hereof, any successor Collateral Agent shall be a Person who is acceptable to the Defense Investigative Service. If the Syndication Agent shall resign as "Syndication Agent" under this Agreement and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Credit Documents, including (a) holding any collateral security on behalf of any of then no successor Syndication Agent shall be appointed. If the Lenders Documentation Agent shall resign as "Documentation Agent" under this Agreement and (b) in respect of any actions taken in connection with transferring the agency to any other Credit Documents, then no successor Administrative AgentDocumentation Agent shall be appointed.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable upon 10 thirty (30) days’ notice to the Lenders and the BorrowerBorrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative or the Collateral Agent resigns under this Agreement and or is removed by the other Loan DocumentsBorrower, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(aSections 8.01(a), (f) or Section 8(f(g) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, whereupon as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent effective upon such appointment and approvalor collateral agent and/or Supplemental Agent, as the case may be, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, After the retiring Administrative Agent’s or the Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of or removal hereunder as the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative or Collateral Agent’s resignation as such agent hereunder, the provisions of this Section 9 Article IX and the provisions of Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent the Administrative Agent or Collateral Agent under this Agreement and Agreement. If no successor agent has accepted appointment as the other Loan Documents and Administrative Agent or the Collateral Agent by the date which is thirty (ii30) after such days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal for as long as it continues to act in any capacity ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and such Agent shall be discharged from its duties and obligations hereunder or and under the other Loan Documents, including and Required Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Xxxxxxx appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral 138 Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) holding any collateral security on behalf of any continue the perfection of the Lenders and Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged, if not previously discharged pursuant to the foregoing sentence, from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken in connection with transferring or omitted to be taken by it while it was acting as the agency to any successor Administrative Agent or the Collateral Agent.

Successor Agents. The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent shall resign as or Collateral Agent or a controlling Affiliate of the Administrative Agent under this Agreement and or the other Loan DocumentsCollateral Agent is subject to an Agent-Related Distress Event, then the Borrower may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, whereupon as applicable, of the Administrative Agent or Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effectiveeffective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed, for the avoidance of doubt any agency fees for the account of the retiring agent shall cease to accrue from (and shall be payable on) the date that a successor Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as such agent hereunderapplicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any actions taken in connection with transferring time the agency Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to any successor clause (d) of the definition thereof, the Administrative AgentAgent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the Required Lenders.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable, upon 10 thirty (30) days’ notice to the Lenders, the Borrower and each other Agent and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent or Collateral Agent, as applicable, the Lenders and the Borrowereach other Agent. If the Administrative Agent shall resign as Administrative or the Collateral Agent under this Agreement and resigns or is removed by the other Loan DocumentsBorrower, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lendersagent, which successor agent shall (unless a) in the case of the Administrative Agent, be selected from among the Lenders and (b) be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f) or Section 8(f(g) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Administrative Agent or Collateral Agent be a Defaulting Lender or a Disqualified Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, whereupon as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent which, in the case of the Administrative Agent, shall be from among the Lenders (subject to the proviso at the end of the immediately preceding sentence). Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent or retiring Collateral Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent” shall mean such successor administrative agent effective upon such appointment and approvalor collateral agent, as the case may be, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated, without any other . After the retiring Administrative Agent’s or further act the Collateral Agent’s resignation or deed on removal in accordance herewith as the part of such former Administrative Agent or the Collateral Agent, the provisions of this Article IX and the provisions of Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent in respect of the parties to this Agreement or any holders of the LoansLoan Documents. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (x) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (y) otherwise ensure that Section 6.10 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as such agent hereunderthe Administrative Agent or the Collateral Agent, the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was acting as the Administrative Agent or the Collateral Agent. Any resignation by Citizens as Administrative Agent pursuant to this Section shall also constitute the resignation as an agent under this Agreement L/C Issuer and the other Loan Documents Swing Line Lender pursuant to Section 2.03(q) and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent2.04(h).

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon 10 thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative or the Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among a successor, which shall be a bank with an office in the Lenders United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent for shall require the Lenders, which successor agent shall (unless consent of the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(f) or Section 8(f(g) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, whereupon as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent xxxxxxxxx, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s rightsor retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, without any other or further act or deed on as applicable, hereunder as the part of such former Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent’s or retiring Collateral Agent’s resignation as such agent hereunderhereunder and under the other Loan Documents, the provisions of this Section 9 Article and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its benefit as to agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall, at its election, also constitute its resignation as L/C Issuer. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). Upon the appointment by the Borrower of a successor L/C Issuer hereunder (iwhich successor shall in all cases be a Lender other than a Defaulting Lender), (a) while it was an agent under this Agreement such successor shall succeed to and become vested with all of the other Loan Documents rights, powers, privileges and duties of the retiring L/C Issuer, (iib) after such resignation or removal for as long as it continues to act in any capacity the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (bc) 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 Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of any actions taken in connection with transferring the agency to any successor Administrative AgentCredit.

Successor Agents. (a) The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to Boxxxxxx xnd the Lenders Lenders; provided that, if at the time of such resignation, there is a successor Administrative Agent or Collateral Agent, as applicable, satisfactory to each of the resigning Agent, the incoming Agent and the Borrower, each, in its sole discretion, then the resigning Agent, the incoming Agent and the Borrower may agree to waive or shorten the 30 day notice period. If the Administrative Agent shall resign as or Collateral Agent or a controlling Affiliate of the Administrative Agent under this Agreement and or the other Loan DocumentsCollateral Agent is subject to an Agent-Related Distress Event, then the Borrower may remove such Agent from such role upon ten days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be subject to the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, whereupon as applicable, of the Administrative Agent or Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effectiveeffective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed, for the avoidance of doubt any agency fees for the account of the retiring agent shall cease to accrue from (and shall be payable on) the date that a successor Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as such agent hereunderapplicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any actions taken in connection with transferring time the agency Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to any successor clause (d) of the definition thereof, the Administrative AgentAgent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the Required Lenders.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable upon 10 thirty (30) days’ notice to the Lenders and the BorrowerBorrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative or the Collateral Agent resigns under this Agreement and or is removed by the other Loan DocumentsBorrower, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(f) or Section 8(f(g) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, whereupon as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent” shall mean 181 such successor administrative agent effective upon such appointment and approvalor collateral agent and/or Supplemental Agent, as the case may be, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated, without any other . After the retiring Administrative Agent’s or further act the Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and the provisions of Sections 10.04 and 10.05 shall inure to its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effectiveeffective and all payments, communications and the Lenders shall assume and perform all of the duties of determinations provided to be made by, to or through the Administrative Agent hereunder or Collateral Agent, as applicable, shall instead be made by or to each Lender directly until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as such agent hereunderthe Administrative Agent or the Collateral Agent, the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was acting as the Administrative Agent or the Collateral Agent. Any resignation by KeyBank as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. If KeyBank resigns as an agent under this Agreement L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If KeyBank resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other Loan Documents than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (iib) after such resignation or removal for as long as it continues to act in any capacity the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (bc) 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 KeyBank to effectively assume the obligations of KeyBank with respect to such Letters of any actions taken in connection with transferring the agency to any successor Administrative AgentCredit.

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

Successor Agents. (a) The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to Borrower and the Lenders Lenders; provided that, if at the time of such resignation, there is a successor Administrative Agent or Collateral Agent, as applicable, satisfactory to each of the resigning Agent, the incoming Agent and the Borrower, each, in its sole discretion, then the resigning Agent, the incoming Agent and the Borrower may agree to waive or shorten the 30 day notice period. If the Administrative Agent shall resign as or Collateral Agent or a controlling Affiliate of the Administrative Agent under this Agreement and or the other Loan DocumentsCollateral Agent is subject to an Agent-Related Distress Event, then the Borrower may remove such Agent from such role upon ten days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be subject to the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, whereupon as applicable, of the Administrative Agent or Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effectiveeffective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed, for the avoidance of doubt any agency fees for the account of the retiring agent shall cease to accrue from (and shall be payable on) the date that a successor Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as such agent hereunderapplicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any actions taken in connection with transferring time the agency Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to any successor clause (d) of the definition thereof, the Administrative AgentAgent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the Required Lenders.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable upon 10 thirty (30) days’ notice to the Lenders and the BorrowerBorrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative or the Collateral Agent resigns under this Agreement and or is removed by the other Loan DocumentsBorrower, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(aSections 8.01(a), (f) or Section 8(f(g) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, whereupon as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent effective upon such appointment and approvalor collateral agent and/or Supplemental Agent, as the case may be, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated, without any other . After the retiring Administrative Agent’s or further act the Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and the provisions of Sections 10.04 and 10.05 shall inure to its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effectiveeffective and such Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and the Required Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged, if not previously discharged pursuant to the foregoing sentence, from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as such agent hereunderthe Administrative Agent or the Collateral Agent, the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was acting as the Administrative Agent or the Collateral Agent. Any resignation by Bank of America as Administrative Agent and Collateral Agent pursuant to this Section shall also constitute its resignation as an agent under this Agreement L/C Issuer and the other Loan Documents Swing Line Lender pursuant to Sections 2.03(s) and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent2.04(i).

Successor Agents. The Collateral Agent or Administrative Agent may resign as Collateral Agent or Administrative Agent Agent, respectively, upon 10 days’ 45 days notice to the Lenders and the BorrowerLenders. If the Administrative either Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint a successor Agent in its place for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, such Agent may appoint, after consulting with the Lenders, a successor Agent. If Collateral Agent or Administrative Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace such Agent with a successor Agent from among the Lenders a Lenders. In any such event, upon the acceptance of its appointment as successor agent for the LendersAgent hereunder, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent Agent shall succeed to all the rights, powers powers, and duties of the Administrative Agent, retiring Agent and the term “Collateral Agent” or “Administrative Agent” (depending upon which Agent is being replaced) shall mean such successor agent effective upon such appointment and approval, Agent and the former retiring Collateral Agent’s or Administrative Agent’s rightsappointment, powers powers, and duties as Collateral Agent or Administrative Agent Agent, respectively, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation hereunder as such agent hereunderAgent, the provisions of this Section 9 16 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the other Loan Documents Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above. Pursuant to this Section 16.9, Foothill hereby gives notice to the Lenders of its resignation as collateral agent as of the Closing Date. The Lenders hereby agree that as of the Closing Date, Ableco Finance, LLC is appointed as Collateral Agent and shall succeed to and become vested with all the rights, powers, privileges and duties that Foothill had as collateral agent and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or Foothill shall be discharged from its duties and obligations under the other Loan Documents, including Documents as collateral agent. The Lenders also agree that the forty-five (a45) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken day prior notice required in connection with transferring the agency to any successor Administrative Agentresignation of Foothill as collateral agent under this Section 16.9 is hereby waived.

Successor Agents. (a) The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Borrower and the Lenders; provided that, if at the time of such resignation, there is a successor Administrative Agent or Collateral Agent, as applicable, satisfactory to each of the resigning Agent, the incoming Agent and the Borrower, each, in its sole discretion, then the resigning Agent, the incoming Agent and the Borrower may agree to waive or shorten the 30 day notice period. If the Administrative Agent shall resign as or Collateral Agent or a controlling Affiliate of the Administrative Agent under this Agreement and or the other Loan DocumentsCollateral Agent is subject to an Agent-Related Distress Event, then the Borrower may remove such Agent from such role upon ten days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an be subject to the consent of the Borrower at all times other than during the existence of a Specified Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld withheld, conditioned or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, whereupon as applicable, of the Administrative Agent or Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Lender), as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effectiveeffective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the 242 Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed, for the avoidance of doubt any agency fees for the account of the retiring agent shall cease to accrue from (and shall be payable on) the date that a successor Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Xxxxxxx appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be reasonably necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as such agent hereunderapplicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any actions taken in connection with transferring time the agency Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to any successor clause (d) of the definition thereof, the Administrative AgentAgent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the Required Lenders.

Successor Agents. The Each of the Administrative Agent, the Senior Collateral Agent and the Second Lien Collateral Agent may resign as Administrative Agent (as to one or more Classes), Senior Collateral Agent or Second Lien Collateral Agent, as applicable, upon 10 30 days’ notice to the Lenders and the Borrower; provided that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon any such resignation by the Administrative Agent, the Required Lenders of the applicable Class or Classes shall have the right to appoint a successor Administrative Agent. Upon any such resignation by the Senior Collateral Agent, the Required Senior Lenders shall have the right to appoint a successor Senior Collateral Agent. Upon any such resignation by the Second Lien Collateral, the Required Second Lien Lenders shall have the right to appoint a successor Second Lien Collateral Agent. If no successor Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders of the applicable Class or Classes, appoint a successor Administrative Agent, Senior Collateral Agent or Second Lien Collateral Agent, as the case may be, selected from among the Lenders, in the case of the resignation of the Administrative Agent, the Senior Lenders, in the case of the resignation of the Senior Collateral Agent, and the Second Lien Lenders, in the case of the resignation of the Second Lien Collateral Agent. In any case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent, Senior Collateral Agent or Second Lien Collateral Agent by a successor Agent, such successor Agent shall resign succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Administrative Agent, Senior Collateral Agent or Second Lien Collateral Agent, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent, Senior Collateral Agent or Second Lien Collateral Agent, as the case may be, under the Loan Documents. After such resignation, the retiring Agent shall continue to have the benefit of this Article X as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement and the other Loan Documents. If no successor Administrative Agent, then Senior Collateral Agent or Second Lien Collateral Agent is appointed prior to the Required effective date of the resignation of the Administrative Agent, Senior Collateral Agent or Second Lien Collateral Agent , the resigning Agent may appoint, after consulting with the Lenders shall appoint of the applicable Class or Classes and the Borrower, a successor agent from among the Lenders a of the applicable Class or Classes. Upon the acceptance of its appointment as successor agent for Agent hereunder, the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon Person acting as such successor agent Agent shall succeed to all the rights, powers and duties of the retiring Agent (and, if applicable, L/C Issuer and Swing Line Lender) and the respective terms “Administrative Agent, ,” “L/C Issuer,” “Swing Line Lender,” “Senior Collateral Agent” and the term “Administrative Second Lien Collateral Agent” shall mean such successor agent effective upon such appointment and approvalAdministrative Agent, Letter of Credit Issuer, Swing Line Lender, Senior Collateral Agent or Second Lien Collateral Agent, and the former retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated, the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, the retiring Senior Collateral Agent’s rights, powers and duties as Administrative Agent such shall be terminated and the retiring Second Lien 133 Collateral Agent’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such former retiring Administrative Agent, L/C Issuer or Swing Line Lender 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, Senior Collateral Agent’s or Second Lien Collateral Agent’s resignation hereunder as Administrative Agent, Senior Collateral Agent or Second Lien Collateral Agent, as applicable, the provisions of this Article IX and Sections 10.04 and 10.05 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, Senior Collateral Agent or Second Lien Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date that which is 10 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any If no successor Senior Collateral Agent has accepted appointment as Senior Collateral Agent by the date which is 30 days following a retiring Administrative Senior Collateral Agent’s notice of resignation, the retiring Senior Collateral Agent’s resignation shall nevertheless thereupon become effective and the Senior Lenders shall perform all of the duties of the Senior Collateral Agent hereunder until such time, if any, as such the Required Senior Lenders appoint a successor agent hereunderas provided for above. If no successor Second Lien Collateral Agent has accepted appointment as Second Lien Collateral Agent by the date which is 30 days following a retiring Second Lien Collateral Agent’s notice of resignation, the provisions of this Section 9 retiring Second Lien Collateral Agent’s resignation shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement nevertheless thereupon become effective and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any Lenders shall perform all of the duties of the Second Lien Collateral Agent hereunder until such time, if any, as the Required Second Lien Lenders and (b) in respect of any actions taken in connection with transferring the agency to any appoint a successor Administrative Agentagent as provided for above.

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

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

Successor Agents. The Administrative Agent or the Syndication Agent may resign as Administrative Agent upon 10 days’ at any time by giving notice thereof to the Lenders Banks, the Borrower and the Borrower. If each other and the Administrative Agent or the Syndication Agent, as applicable, shall resign in the event its Commitment (without participants) is reduced to less than Ten Million Dollars ($10,000,000) unless as a result of a cancellation or reduction in the aggregate Commitments. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Administrative Agent under this Agreement and the other Loan Documentsor Syndication Agent, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lendersas applicable, which successor agent shall Administrative Agent or successor Syndication Agent (unless an as applicable) shall, provided no Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have has occurred and be is then continuing) , be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed. If no successor Administrative Agent or Syndication Agent (as applicable) shall have been so appointed by the Majority Banks and approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent or Syndication Agent (as applicable) gives notice of resignation, then the retiring Administrative Agent or retiring Syndication Agent (as applicable) may, on behalf of the Banks, appoint a successor Administrative Agent or Syndication Agent (as applicable), whereupon which shall be the Administrative Agent, Documentation Agent or the Syndication Agent as the case may be, who shall act until the Majority Banks shall appoint an Administrative Agent or Syndication Agent. Any appointment of a successor Administrative Agent or Syndication Agent by Majority Banks or the retiring Administrative Agent or the Syndication Agent pursuant to the preceding sentence shall, provided no Event of Default has occurred and is then continuing, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed. Upon the acceptance of its appointment as the Administrative Agent or Syndication Agent hereunder by a successor Administrative Agent or successor Syndication Agent, as applicable, such successor agent Administrative Agent or successor Syndication Agent, as applicable, shall thereupon succeed to and become vested with all the rightsrights and duties of the retiring Administrative Agent or retiring Syndication Agent, powers as applicable, and the retiring Administrative Agent or the retiring Syndication Agent, as applicable, shall be discharged from its duties and obligations hereunder. The rights and duties of the Administrative AgentAgent to be vested in any successor Administrative Agent shall include, and without limitation, the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers rights and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveSwingline Lender. After any retiring Administrative Agent’s or retiring Syndication Agent’s resignation as such agent hereunder, the provisions of this Section 9 Article shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement the Administrative Agent or the Syndication Agent, as applicable. For gross negligence or willful misconduct, as determined by all the Banks (excluding for such determination Administrative Agent or Syndication Agent in its capacity as a Bank, as applicable), or if the Administrative Agent becomes a Defaulting Lender (as determined by the Majority Banks other than the Administrative Agent in its capacity as a Bank, and the other Loan Documents Borrower), Administrative Agent or Syndication Agent may be removed at any time by giving at least thirty (30) Business Days’ prior written notice to Administrative Agent or Syndication Agent and (ii) after such Borrower. Such resignation or removal for as long as it continues to act in any capacity hereunder or under shall take effect upon the other Loan Documents, including (a) holding any collateral security on behalf acceptance of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any appointment by a successor Administrative Agent, Documentation Agent or Syndication Agent, as applicable, in accordance with the provisions of this Section 7.8.

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

Successor Agents. The Administrative Agent or the Syndication Agent may resign as Administrative Agent upon 10 days’ at any time by giving notice thereof to the Lenders Banks, the Borrower and the Borrower. If each other and the Administrative Agent or the Syndication Agent, as applicable, shall resign in the event its Commitment (without participants) is reduced to less than Ten Million Dollars ($10,000,000) unless as a result of a cancellation or reduction in the aggregate Commitments. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Administrative Agent under this Agreement and the other Loan Documentsor Syndication Agent, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lendersas applicable, which successor agent shall Administrative Agent or successor Syndication Agent (unless an as applicable) shall, provided no Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have has occurred and be is then continuing) , be subject to approval by the Borrower (Borrower’s approval, which approval shall not be unreasonably withheld or delayed. If no successor Administrative Agent or Syndication Agent (as applicable) shall have been so appointed by the Majority Banks and approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent or Syndication Agent (as applicable) gives notice of resignation, then the retiring Administrative Agent or retiring Syndication Agent (as applicable) may, on behalf of the Banks, appoint a successor Administrative Agent or Syndication Agent (as applicable), whereupon which shall be the Administrative Agent, 91 Documentation Agent or the Syndication Agent as the case may be, who shall act until the Majority Banks shall appoint an Administrative Agent or Syndication Agent. Any appointment of a successor Administrative Agent or Syndication Agent by Majority Banks or the retiring Administrative Agent or the Syndication Agent pursuant to the preceding sentence shall, provided no Event of Default has occurred and is then continuing, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed. Upon the acceptance of its appointment as the Administrative Agent or Syndication Agent hereunder by a successor Administrative Agent or successor Syndication Agent, as applicable, such successor agent Administrative Agent or successor Syndication Agent, as applicable, shall thereupon succeed to and become vested with all the rightsrights and duties of the retiring Administrative Agent or retiring Syndication Agent, powers as applicable, and the retiring Administrative Agent or the retiring Syndication Agent, as applicable, shall be discharged from its duties and obligations hereunder. The rights and duties of the Administrative AgentAgent to be vested in any successor Administrative Agent shall include, and without limitation, the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers rights and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveSwingline Lender. After any retiring Administrative Agent’s or retiring Syndication Agent’s resignation as such agent hereunder, the provisions of this Section 9 Article shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement the Administrative Agent or the Syndication Agent, as applicable. For gross negligence or willful misconduct, as determined by all the Banks (excluding for such determination Administrative Agent or Syndication Agent in its capacity as a Bank, as applicable), Administrative Agent or Syndication Agent may be removed at any time by giving at least thirty (30) Business Days’ prior written notice to Administrative Agent or Syndication Agent and the other Loan Documents and (ii) after such Borrower. Such resignation or removal for as long as it continues to act in any capacity hereunder or under shall take effect upon the other Loan Documents, including (a) holding any collateral security on behalf acceptance of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any appointment by a successor Administrative Agent, Documentation Agent or Syndication Agent, as applicable, in accordance with the provisions of this Section 7.8.

Successor Agents. The Syndication Agent may resign at any time upon one Business Days' prior notice thereof to Company and Administrative Agent. Administrative Agent may resign at any time by giving 30 days' prior written notice thereof to Syndication Agent, Lenders and Company, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Company and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignation of Syndication Agent or Administrative Agent or any such removal of Administrative Agent, Requisite Lenders shall have the right, upon five Business Days' notice to Company, to appoint a successor Syndication Agent or Administrative Agent, as the case may be. If for any reason Requisite Lenders cannot agree on a successor Administrative Agent or a successor Syndication 129 137 Agent, the resigning Administrative Agent or Syndication Agent shall have the right to designate a successor Administrative Agent or Syndication Agent, respectively, after consulting with Company. Upon the acceptance of any appointment as Administrative Agent upon 10 days’ notice to or Syndication Agent, as the Lenders and the Borrower. If the case may be, hereunder by a successor Administrative Agent shall resign or Syndication Agent, as the case may be, that successor Administrative Agent under this Agreement and or Syndication Agent, as the other Loan Documentscase may be, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring or removed Administrative Agent or Syndication Agent, as the case may be, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other retiring or further act or deed on the part of such former removed Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Syndication Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for abovecase may be, shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Administrative Agent’s 's or Syndication Agent's resignation or removal hereunder as such agent hereunderAdministrative Agent or Syndication Agent, as the case may be, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Administrative Agent or Syndication Agent, as the case may be, under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative AgentAgreement.

Successor Agents. (a) The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Borrower and the Lenders; provided that, if at the time of such resignation, there is a successor Administrative Agent or Collateral Agent, as applicable, satisfactory to each of the resigning Agent, the incoming Agent and the Parent Borrower, each, in its sole discretion, then the resigning Agent, the incoming Agent and the Parent Borrower may agree to waive or shorten the 30 day notice period. If the Administrative Agent shall resign as or Collateral Agent or a controlling Affiliate of the Administrative Agent under this Agreement and or the other Loan DocumentsCollateral Agent is subject to an Agent-Related Distress Event, then the Parent Borrower may remove such Agent from such role upon ten days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be subject to the consent of the Parent Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Parent Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, whereupon as applicable, of the Administrative Agent or Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), as applicable, may appoint, after consulting with the Lenders and the Parent Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effectiveeffective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed, for the avoidance of doubt any agency fees for the account of the retiring agent shall cease to accrue from (and shall be payable on) the date that a successor Agent is 223 appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as such agent hereunderapplicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any actions taken in connection with transferring time the agency Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to any successor clause (d) of the definition thereof, the Administrative AgentAgent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Parent Borrower and the Required Lenders.

Successor Agents. The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent shall resign as or Collateral Agent or a controlling Affiliate of the Administrative Agent under this Agreement or the Collateral Agent is subject to an Agent-Related Distress Event, the Borrower may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Administrative Agent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the other Loan DocumentsRequired Lenders. Upon receipt of any such notice of resignation or removal, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be either (unless an i) a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1(b)(2)(ii) or (ii) a U.S. branch of a foreign financial institution described in Treasury Regulations Section 1.1141-1(b)(2)(iv)(A), and shall be consented to by the Borrower at all times other than during the existence of a Specified Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by is appointed prior to the effective date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties resignation or removal, as applicable, of the Administrative Agent hereunder until such time, if anyor Collateral Agent, as applicable, the Required Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), as applicable, may appoint, after consulting with the Lenders appoint and the Borrower, a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunderagent, the provisions of this Section 9 who shall inure to its benefit as to any actions taken or omitted to be taken by it either (i) while it was an agent under this Agreement a “U.S. person” and a “financial institution” within the other Loan Documents and meaning of Treasury Regulations Section 1.1441-1(b)(2)(ii) or (ii) after such resignation or removal for as long as it continues to act a U.S. branch of a foreign financial institution described in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.Treasury Regulations Section

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

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

Successor Agents. The Administrative Agent may and the Collateral Agent may, and at the request of the Requisite Lenders shall, resign as Administrative Agent or Collateral Agent upon 10 days’ reasonable notice to the Lenders and the BorrowerBorrower effective upon acceptance of appointment by a successor Administrative Agent or Collateral Agent. If the Administrative Agent or Collateral Agent shall resign as Administrative Agent or Collateral Agent under this Agreement and Agreement, the other Loan Documents, then the Required Requisite Lenders shall appoint from among the Lenders a successor agent Administrative Agent or Collateral Agent for the Lenders, which successor agent Administrative Agent or Collateral Agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval approved by the Borrower (which and such approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent or Collateral Agent is appointed prior to the effective date of the resignation of the Administrative Agent or Collateral Agent, whereupon the Administrative Agent or Collateral Agent may appoint, after consulting with the Lenders and Borrower, a successor Administrative Agent or Collateral Agent from among the Lenders. Upon the acceptance of its appointment as successor Administrative Agent or Collateral Agent hereunder, such successor agent Administrative Agent or Collateral Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent or Collateral Agent and the term “Administrative Agent” or “Collateral Agent” shall mean such successor agent effective upon such appointment and approval, Administrative Agent or Collateral Agent and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as Administrative Agent or Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as such agent hereunderAdministrative Agent or Collateral Agent, the provisions of this Section 9 Article 10, and Sections 11.3, 11.11 and 11.22, shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Administrative Agent or Collateral Agent under this Agreement and Agreement. Notwithstanding the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documentsforegoing, including if (a) holding the Administrative Agent or Collateral Agent has not been paid its agency fees under Section 3.4 or has not been reimbursed for any collateral security on behalf expense reimbursable to it under Section 11.3, in either case for a period of any of the Lenders at least one (1) year and (b) in respect of any actions taken in connection with transferring the agency to any no successor Administrative Agent or Collateral Agent has accepted appointment as Administrative Agent or Collateral Agent by the date which is thirty (30) days following a retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent or Collateral Agent as provided for above.

Successor Agents. (a) The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent shall resign as or Collateral Agent or a controlling Affiliate of the Administrative Agent under this Agreement or the Collateral Agent is subject to an Agent-Related Distress Event, the Required Lenders or the Borrower may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. In addition, as long as Blackstone Credit Entities constitute the Required Lenders, the Required Lenders may remove the Administrative Agent at any time, with or without cause and without the other Loan Documentsconsent of the Borrower (provided, then the foregoing shall have no effect on the rights of the Borrower in the immediately succeeding sentence with respect to consent over appointment of a replacement Administrative Agent). Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, whereupon as applicable, of the Administrative Agent or Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), as applicable, may (but shall not be required to) appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring or removed Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, After the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of or removal hereunder as the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative or Collateral Agent’s resignation as such agent hereunder, the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date which is 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal, the retiring or removed Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) while it was an agent the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder, under this the Agreement Among Lenders, and under the other Loan Documents and (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) after all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Xxxxxxx appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal for without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as long as it continues to act in any capacity applicable, shall be discharged from its duties and obligations hereunder or and under the other Loan DocumentsDocuments other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring or removed Agent, including (a) holding any collateral security on behalf of any of the Lenders its sub-agents and (b) their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them solely in connection with transferring respect of the agency Loan Documents or Obligations, as applicable, while the retiring or removed Agent was acting as Administrative Agent or Collateral Agent, as applicable (and in performing its duties and obligations under clause (i) above of this Section 9.09(a)). At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to any successor clause (d) of the definition thereof, the Administrative AgentAgent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the Required Lenders.

Successor Agents. (a) The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent shall resign as or Collateral Agent or a controlling Affiliate of the Administrative Agent under this Agreement and or the other Loan DocumentsCollateral Agent is subject to an Agent-Related Distress Event, then the Borrower may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, who shall be a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1, and which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, whereupon as applicable, of the Administrative Agent or Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event), as applicable, may appoint, after consulting with the Lenders, a successor agent from among the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” shall mean or “Collateral Agent,” as applicable, means such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent with the consent of the Borrower to the extent required pursuant to the provisions above by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effectiveeffective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent with the consent of the Borrower to the extent required pursuant to the provisions above as provided for above in this Section 9.09 and (iii) the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as such agent hereunderapplicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) them solely in respect of any actions taken in connection with transferring the agency to any successor Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable.

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

Successor Agents. The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Parent Borrower and the BorrowerLenders. If The Required Lenders may remove the Administrative Agent shall resign as or Collateral Agent from such role at any time upon 30 days’ written notice to the Administrative Agent under this Agreement or Collateral Agent, as applicable, the Parent Borrower and the other Loan DocumentsLenders. Upon receipt of any such notice of resignation or removal, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Parent Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Parent Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or Collateral Agent, whereupon as applicable, the Administrative Agent or Collateral Agent may appoint, after consulting with the Lenders and the Parent Borrower, a successor agent. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effectiveeffective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as such agent hereunderapplicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) them solely in respect of any actions taken in connection with transferring the agency to any successor Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable.

Successor Agents. (a) The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as Administrative or Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders Xxxxxxx shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrowers at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Borrowers shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or Collateral Agent, whereupon as applicable, the Administrative Agent or Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrowers, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, After the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of hereunder as the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative or Collateral Agent’s resignation as such agent hereunder, the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date which is 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective and (i) while it was an agent the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under this Agreement and the other Loan Documents and (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) after all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Xxxxxxx appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30--day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation without a successor agent having been appointed, the retiring Administrative Agent or removal for Collateral Agent, as long as it continues to act in any capacity applicable, shall be discharged from its duties and obligations hereunder or and under the other Loan DocumentsDocuments but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Agent, including (a) holding any collateral security on behalf of any of the Lenders its sub--agents and (b) their respective Agent--Related Persons in respect of any actions taken or omitted to be taken by any of them solely in connection with transferring respect of the agency Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to any successor clause (d) of the definition thereof, the Administrative AgentAgent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the DutchParent Borrower (on behalf of the Borrowers) and the Required Lenders.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable upon 10 thirty (30) days’ notice to the Lenders and the BorrowerBorrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative or the Collateral Agent resigns under this Agreement and or is removed by the other Loan DocumentsBorrower, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(aSections 8.01(a), (f) or Section 8(f(g) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, whereupon as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent effective upon such appointment and approvalor collateral agent and/or Supplemental Agent, as the case may be, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated, without any other . After the retiring Administrative Agent’s or further act the Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and the provisions of Sections 10.04 and 10.05 shall inure to its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effectiveeffective and such Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and the Required Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged, if not previously discharged pursuant to the foregoing sentence, from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as such agent hereunderthe Administrative Agent or the Collateral Agent, the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was acting as the Administrative Agent or the Collateral Agent. Any resignation by Deutsche Bank AG New York Branch as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. If Deutsche Bank AG New York Branch resigns as an agent under this Agreement L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c) another existing L/C issuer, or a successor L/C Issuer that is appointed pursuant to the following sentence, issues substitute Letters of Credit for, or makes other Loan Documents arrangements to effectively assume, any such Letters of Credit issued by Deutsche Bank AG New York Branch. Upon the appointment by the Borrower of a successor L/C Issuer hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (iib) after such resignation or removal for as long as it continues to act in any capacity the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (bc) 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 Deutsche Bank AG New York Branch to effectively assume the obligations of Deutsche Bank AG New York Branch with respect to such Letters of any actions taken in connection with transferring the agency to any successor Administrative AgentCredit.

Successor Agents. (a) The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Borrowers and the BorrowerLenders (or immediately upon the termination of all of the Revolving Credit Commitments held by Ally and its Affiliates in connection with a loan modification pursuant to the terms of Section 10.01). If the Administrative Agent shall resign as or Collateral Agent or a controlling Affiliate of the Administrative Agent under this Agreement and or the other Loan DocumentsCollateral Agent is subject to an Agent-Related Distress Event, then the Borrowers may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrowers at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Borrowers shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, whereupon as applicable, of the Administrative Agent or Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), as applicable, may appoint, after consulting with the Lenders and the Borrowers, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effectiveeffective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as such agent hereunderapplicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any actions taken in connection with transferring time the agency Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to any successor clause (d) of the definition thereof, the Administrative Agent.Agent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrowers and the Required Lenders. 221

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable, upon 10 thirty (30) days’ notice to the Lenders, the Borrower and each other Agent and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent or Collateral Agent, as applicable, the Lenders and the Borrowereach other Agent. If the Administrative Agent shall resign as Administrative or the Collateral Agent under this Agreement and resigns or is removed by the other Loan DocumentsBorrower, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lendersagent, which successor agent shall (unless a) in the case of the Administrative Agent, be selected from among the Lenders and (b) be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f) or Section 8(f(g) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Administrative Agent or Collateral Agent be a Defaulting Lender or a Disqualified Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, whereupon as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent which, in the case of the Administrative Agent, shall be from among the Lenders (subject to the proviso at the end of the immediately preceding sentence). Upon the acceptance of its appointment as successor agent, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent or retiring Collateral Agent under the Loan Documents and the term “Administrative Agent” or “Collateral Agent” shall mean such successor administrative agent effective upon such appointment and approvalor collateral agent, as the case may be, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated, without any other . After the retiring Administrative Agent’s or further act the Collateral Agent’s resignation or deed on removal in accordance herewith as the part of such former Administrative Agent or the Collateral Agent, the provisions of this Article IX and the provisions of Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent in respect of the parties to this Agreement or any holders of the LoansLoan Documents. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment Apria, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. as the Administrative Agent or Collateral Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (x) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (y) otherwise ensure that Section 6.10 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent under the Loan Documents, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as such agent hereunderthe Administrative Agent or the Collateral Agent, the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was acting as the Administrative Agent or the Collateral Agent. Any resignation by Citizens as Administrative Agent pursuant to this Section shall also constitute the resignation as an agent under this Agreement L/C Issuer and the other Loan Documents Swing Line Lender pursuant to Section 2.03(q) and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent2.04(h).

Successor Agents. (a) The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Borrower and the Lenders; provided that, if at the time of such resignation, there is a successor Administrative Agent or Collateral Agent, as applicable, satisfactory to each of the resigning Agent, the incoming Agent and the Borrower, each, in its sole discretion, then the resigning Agent, the incoming Agent and the Borrower may agree to waive or shorten the 30 day notice period. If the Administrative Agent shall resign as or Collateral Agent or a controlling Affiliate of the Administrative Agent under this Agreement and or the other Loan DocumentsCollateral Agent is subject to an Agent-Related Distress Event, then the Borrower may remove such Agent from such role upon ten days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be subject to the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld withheld, conditioned or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, whereupon as applicable, of the Administrative Agent or Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Lender), as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effectiveeffective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed, for the avoidance of doubt any agency fees for the account of the retiring agent shall cease to accrue from (and shall be payable on) the date that a successor Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be reasonably necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as such agent hereunderapplicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any actions taken in connection with transferring time the agency Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to any successor clause (d) of the definition thereof, the Administrative AgentAgent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the Required Lenders.

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

Successor Agents. The Each Administrative Agent may resign as the applicable Administrative Agent or, if applicable, as Collateral Agent in respect of this Agreement or one or more Facilities hereunder upon 10 ten (10) days’ notice to the Lenders Company and the BorrowerLenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Lenders in respect of such Facilities). If the any Administrative Agent shall resign as Administrative Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Required Facility Lenders in respect of such Facilities) shall appoint from among the Lenders a successor agent for the Lenders, which appointment of a successor agent shall (unless require the consent of the Company at all times other than during the existence of an Event of Default under Section 8(a8.01(f) or Section 8(f(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Company shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the resigning Administrative Agent, whereupon the resigning Administrative Agent may, but shall have no obligation to do so, appoint, after consulting with the Company and the Lenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Required Facility Lenders in respect of such Facilities),, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent (and Collateral Agent, if applicable) and the term “Term Loan Administrative Agent” or “Revolving Facility Administrative Agent”, as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be (and, if applicable, the term “Collateral Agent” shall mean such successor collateral agent effective upon such appointment and approvaland/or supplemental agent, as described in Section 9.01(c)), and the former retiring Administrative Agent’s rightsappointment, powers and duties as the applicable Administrative Agent and, if applicable, Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, After the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and hereunder as the Lenders shall assume and perform all of the duties of the applicable Administrative Agent hereunder until such timeand, if anyapplicable, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Collateral Agent’s resignation as such agent hereunder, the provisions of Article III, this Article IX and Section 9 10.04 and Section 10.05, together with any other indemnification, expense reimbursement or similar provision contained in any other Loan Document, shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent such Administrative Agent or Collateral Agent, as applicable, under this Agreement Agreement. If no successor agent has accepted appointment as the applicable Administrative Agent and, if applicable, Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation as the applicable Administrative Agent and, if applicable, Collateral Agent shall nevertheless thereupon become effective, the applicable retiring Agents shall be discharged from their duties and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or obligations under the other Loan Documents, including (a) holding any collateral security on behalf of any of and the Lenders and (b) or, in the case of a resignation in respect of any actions taken one or more Facilities hereunder, the Lenders in connection with transferring respect of such Facilities) shall perform all of the agency to any successor duties of the applicable Administrative Agent.Agent and, if applicable, Collateral Agent hereunder until such time, if any, as 209 #95598837v24

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

Successor Agents. The Administrative Agent may and the Collateral Agent may, and at the request of the Requisite Lenders shall, resign as Administrative Agent or Collateral Agent upon 10 days’ reasonable notice to the Lenders and the BorrowerBorrower effective upon acceptance of appointment by a successor Administrative Agent or Collateral Agent. If the Administrative Agent or Collateral Agent shall resign as Administrative Agent or Collateral Agent under this Agreement and Agreement, the other Loan Documents, then the Required Requisite Lenders shall appoint from among the Lenders a successor agent Administrative Agent or Collateral Agent for the Lenders, which successor agent Administrative Agent or Collateral Agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which and such approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent or Collateral Agent is appointed prior to the effective date of the resignation of the Administrative Agent or Collateral Agent, whereupon the Administrative Agent or Collateral Agent may appoint, after consulting with the Lenders and Borrower, a successor Administrative Agent or Collateral Agent from among the Lenders. Upon the acceptance of its appointment as successor Administrative Agent or Collateral Agent hereunder, such successor agent Administrative Agent or Collateral Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent or Collateral Agent and the term Table of Contents “Administrative Agent” or “Collateral Agent” shall mean such successor agent effective upon such appointment and approval, Administrative Agent or Collateral Agent and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as Administrative Agent or Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as such agent hereunderAdministrative Agent or Collateral Agent, the provisions of this Section 9 and Section 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Administrative Agent or Collateral Agent under this Agreement and Agreement. Notwithstanding the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documentsforegoing, including if (a) holding the Administrative Agent or Collateral Agent has not been reimbursed for any collateral security on behalf expense reimbursable to it under Section 10.5, in either case for a period of any of the Lenders at least one (1) year and (b) in respect of any actions taken in connection with transferring the agency to any no successor Administrative Agent or Collateral Agent has accepted appointment as Administrative Agent or Collateral Agent by the date which is thirty (30) days following a retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent or Collateral Agent as provided for above.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon 10 thirty (30) days’ notice to the Lenders and the Parent Borrower. If the Administrative Agent shall resign as Administrative or the Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among a successor, which shall be a bank with an office in the Lenders United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent for shall require the Lenders, which successor agent shall (unless consent of the Parent Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(f) or Section 8(f(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Parent Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, whereupon as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Parent Xxxxxxxx, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Xxxxxx. Upon the acceptance of its appointment as successor agent xxxxxxxxx, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s rightsor retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, without any other or further act or deed on as applicable, hereunder as the part of such former Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any the retiring Administrative Agent’s or retiring Collateral Agent’s resignation as such agent hereunderhereunder and under the other Loan Documents, the provisions of this Section 9 Article and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its benefit as to agents and sub-agents in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of them while the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Administrative (a) Subject to the terms of this Section 12.05, each Agent may resign as Administrative Agent may, upon 10 thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall , resign as Administrative Agent under this Agreement and the other Loan Documentsor Collateral Agent, as applicable. If an Agent shall resign, then the Required Majority Lenders shall appoint from among the Lenders a successor agent. If for any reason a successor agent for the Lendersis 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 agent. The appointment of any 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 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 is a Lender or an Affiliate 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 or any Lender. Any resignation of an Agent shall be terminated, without any other or further act or deed on effective upon the part appointment of such former Administrative Agent or any of the parties a successor agent pursuant to this Agreement or Section 12.05. After the effectiveness of any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignationresignation hereunder as Agent, the retiring Administrative Agent’s resignation Agent shall nevertheless thereupon become effective, be discharged from its duties and obligations hereunder and under the Lenders shall assume other Facility Documents and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as such agent hereunder, the provisions of this Section 9 Article XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it (i) while it was an agent Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Facility Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any . 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 competent jurisdiction for the appointment of a successor Administrative Agent or Collateral Agent, as applicable.

Successor Agents. The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent shall resign as or Collateral Agent or a controlling Affiliate of the Administrative Agent under this Agreement or the Collateral Agent is subject to an Agent-Related Distress Event, the Borrower may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Administrative Agent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the other Loan DocumentsRequired Lenders. Upon receipt of any such notice of resignation or removal, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be either (unless an i) a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1(b)(2)(ii) or (ii) a U.S. branch of a foreign financial institution described in Treasury Regulations Section 1.1141-1(b)(2)(iv)(A), and shall be consented to by the Borrower at all times other than during the existence of a Specified Event of Default under Section 8(a) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, whereupon as applicable, of the Administrative Agent or Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent, who shall be either (i) a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1(b)(2)(ii) or (ii) a U.S. branch of a foreign financial institution described in Treasury Regulations Section 1.1441-1(b)(2)(iv)(A), from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” shall mean or “Collateral Agent,” as applicable, means such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effectiveeffective and (i) the retiring or removed Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring or removed Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring or removed Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as such agent hereunderapplicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09 but the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring or removed Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) them solely in respect of any actions taken in connection with transferring the agency to any successor Loan Documents or Obligations, as applicable, while the retiring or removed Agent was acting as Administrative Agent or Collateral Agent, as applicable.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon 10 thirty (30) days’ notice to the Lenders and the Parent Borrower. If the Administrative Agent shall resign as Administrative or the Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among a successor, which shall be a bank with an office in the Lenders United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent for shall require the Lenders, which successor agent shall (unless consent of Parent Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(f) or Section 8(f(g) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of Parent Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, whereupon as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and Parent Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s rightsor retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, without any other or further act or deed on as applicable, hereunder as the part of such former Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by Parent Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between Parent Borrower and such successor. After any the retiring Administrative Agent’s or retiring Collateral Agent’s resignation as such agent hereunderhereunder and under the other Loan Documents, the provisions of this Section 9 Article and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its benefit as to agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall, at its election, also constitute its resignation as L/C Issuer and as Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights, powers, privileges and duties of the Swing Line Lender hereunder with respect to all Swing Line Loans made by it and outstanding as of the effective date of its resignation as Swing Line Lender, including the right to require the Lenders to make Base Rate Loans or fund risk participations in in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by Parent Borrower of a successor L/C Issuer or Swing Line Lender hereunder (iwhich successor shall in all cases be a Lender other than a Defaulting Lender), (a) while it was an agent under this Agreement such successor shall succeed to and become vested with all of the other Loan Documents rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (iib) after such resignation the retiring L/C Issuer or removal for as long as it continues to act in any capacity Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (bc) 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 Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of any actions taken in connection with transferring the agency to any successor Administrative AgentCredit.

Successor Agents. The Administrative Agent, the Collateral Agent or the Collateral Monitoring Agent may resign as Administrative Agent upon 10 days’ at any time by giving written notice thereof to the Lenders and the Borrower. If the Administrative Agent , but such resignation shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders not become effective until acceptance by a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon its appointment pursuant hereto. Upon any such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation , retiring Collateral Agent or retiring Collateral Monitoring Agent (as applicable) shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders promptly appoint a successor agent from among the Lenders; provided, that such replacement is reasonably acceptable (as provided for aboveevidenced in writing) to the Required Lenders, the Issuing Bank and the Borrower; provided, however, that such approval by the Borrower shall not be required at any time when a Default or Event of Default has occurred and is continuing. If no successor agent shall have been so appointed by the retiring Administrative Agent, retiring Collateral Agent or retiring Collateral Monitoring Agent (as applicable) and shall have accepted such appointment, within 30 days after the retiring agent's giving of notice of resignation, the Borrower may appoint a successor as agent (provided, that such successor is reasonably acceptable to the Required Lenders and the Issuing Bank), which shall be either a Lender or a commercial bank organized under the laws of the United States of America or of any State thereof and shall have a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Administrative Agent, Collateral Agent or Collateral Monitoring Agent (as applicable) hereunder by a successor agent, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, retiring Collateral Agent or retiring Collateral Monitoring Agent (as applicable), and the retiring Administrative Agent, retiring Collateral Agent or retiring Collateral Monitoring Agent (as applicable) shall be discharged from its duties and obligations under this Credit Agreement, the other Fundamental Documents and any other credit documentation. After any retiring Administrative Agent’s 's, retiring Collateral Agent's or retiring Collateral Monitoring Agent's (as applicable) resignation hereunder as such agent hereunderAdministrative Agent, Collateral Agent or Collateral Monitoring Agent (as applicable), the provisions of this Section 9 Article 12 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Administrative Agent, Collateral Agent or Collateral Monitoring Agent (as applicable) under this Credit Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Fundamental Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The (i)The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent shall resign as or Collateral Agent or a controlling Affiliate of the Administrative 241 Agent under this Agreement and or the other Loan DocumentsCollateral Agent is subject to an Agent-Related Distress Event, then the Borrower may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, whereupon as applicable, of the Administrative Agent or Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effectiveeffective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed, for the avoidance of doubt any agency fees for the account of the retiring agent shall cease to accrue from (and shall be payable on) the date that a successor Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as such agent hereunderapplicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons 242 in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any actions taken in connection with transferring time the agency Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to any successor clause (d) of the definition thereof, the Administrative AgentAgent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the Required Lenders.

Successor Agents. (a) The Administrative Agent or Collateral Agent may resign as the Administrative Agent or Collateral Agent, as applicable, upon 10 30 days’ written notice to the Lenders Parent Borrower and the BorrowerLenders. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan DocumentsUpon receipt of any such notice of resignation, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Parent Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(a), (f), or (g) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval consent of the Parent Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or Collateral Agent, whereupon as applicable, the Administrative Agent or Collateral Agent may appoint, after consulting with the Lenders and the Parent Borrower, a successor agent. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon or such appointment and approvalsuccessor collateral agent, as applicable, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other . After the retiring Administrative Agent’s or further act or deed on Collateral Agent’s resignation hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date that which is 10 30 days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effectiveeffective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as such agent hereunderapplicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) them solely in respect of any actions taken in connection with transferring the agency to any successor Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent., as applicable. 167

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

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable upon 10 thirty (30) days’ notice to the Lenders and the BorrowerBorrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent shall resign as Administrative or the Collateral Agent resigns under this Agreement and or is removed by the other Loan DocumentsBorrower, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8(aSections 8.01(a), (f) or Section 8(f(g) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, whereupon as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the Borrower (in the case of a resignation), a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor administrative agent effective upon such appointment and approvalor collateral agent and/or Supplemental Agent, as the case may be, and the former retiring Administrative Agent’s rightsor Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated, without any other . After the retiring Administrative Agent’s or further act the Collateral Agent’s resignation or deed on removal hereunder as the part of such former Administrative Agent or Collateral Agent, the provisions of this Article IX and the provisions of Sections 10.04 and 10.05 shall inure to its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or Collateral Agent under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effectiveeffective and such Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and the Required Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged, if not previously discharged pursuant to the foregoing sentence, from its duties and obligations under the Loan Documents. After any the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as such agent hereunderthe Administrative Agent or the Collateral Agent, the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it (i) while it was acting as the Administrative Agent or the Collateral Agent. 181 Any resignation by Gxxxxxx Sxxxx Bank USA as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. If Gxxxxxx Sachs Bank USA resigns as an agent under this Agreement L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c) another existing L/C issuer, or a successor L/C Issuer that is appointed pursuant to the following sentence, issues substitute Letters of Credit for, or makes other Loan Documents arrangements to effectively assume, any such Letters of Credit issued by Gxxxxxx Sxxxx Bank USA. Upon the appointment by the Borrower of a successor L/C Issuer hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (iib) after such resignation or removal for as long as it continues to act in any capacity the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of the Lenders and (bc) 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 Gxxxxxx Sxxxx Bank USA to effectively assume the obligations of Gxxxxxx Sachs Bank USA with respect to such Letters of any actions taken in connection with transferring the agency to any successor Administrative AgentCredit.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon 10 thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative or the Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among a successor, which shall be a bank with an office in the Lenders United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent for shall require the Lenders, which successor agent shall (unless consent of the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(f) or Section 8(f(g) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, whereupon as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent xxxxxxxxx, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s rightsor retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, without any other or further act or deed on as applicable, hereunder as the part of such former Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent’s or retiring Collateral Agent’s resignation as such agent hereunderhereunder and under the other Loan Documents, the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its benefit as to agents and sub-agents in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of them while the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor retiring Administrative Agent or retiring Collateral Agent., as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable. 163

Successor Agents. The Each Administrative Agent may resign as Administrative Agent and the Collateral Agent may resign as Collateral Agent upon 10 20 days’ prior written notice to the Lenders and the BorrowerCompany. If the any Administrative Agent shall resign as Administrative Agent or the Collateral Agent shall resign as Collateral Agent under this Agreement and the other Loan Credit Documents, then the Required Lenders shall (a) if such resigning Administrative Agent is the Tranche B-1 Term Loan Administrative Agent, appoint from among the Tranche B-1 Term Loan Lenders a successor agent for the Tranche B-1 Term Loan Lenders, (b) if such resigning Administrative Agent is the Asian Administrative Agent, appoint from among the 143 Revolving Lenders and the Tranche A-2 Term Loan Lenders a successor agent for the Revolving Lenders and Tranche B-2 Term Loan Lenders or (c) if the Collateral Agent shall resign, appoint from among the Lenders a successor agent for the LendersCollateral Agent, which successor agent in each case, shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval approved by the Borrower Company (which approval shall not be unreasonably withheld withheld) so long as no Default or delayed)Event of Default is continuing, whereupon such successor agent shall succeed to the rights, powers and duties of the Tranche B-1 Term Loan Administrative Agent, Asian Agent or the Collateral Agent, as the case may be, and the term “Tranche B-1 Term Loan Administrative Agent”, “Asian Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s or Collateral Agent’s resignation as such agent hereunderAdministrative Agent or Collateral Agent, as the case may be, the provisions of this Section 9 12 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was an agent Administrative Agent or Collateral Agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Credit Documents, including (a) holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon 10 thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative or the Collateral Agent resigns under this Agreement and the other Loan DocumentsAgreement, then the Required Lenders shall appoint from among a successor, which shall be a bank with an office in the Lenders United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent for shall require the Lenders, which successor agent shall (unless consent of the Borrower at all times other than during the existence of an Event of Default under Section 8(a8.01(f) or Section 8(f(g) with respect to (which consent of the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, whereupon as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent xxxxxxxxx, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent effective upon such appointment and approvaland/or supplemental administrative agent, as the case may be, and the former term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s rightsor retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, without any other or further act or deed on as applicable, hereunder as the part of such former Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any of actions taken or omitted to be taken by it while it was the parties to Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any holders of the LoansAgreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date that which is 10 thirty (30) days following a the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, effective and the Lenders shall assume and perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent as provided for aboveabove (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent’s or retiring Collateral Agent’s resignation as such agent hereunderhereunder and under the other Loan Documents, the provisions of this Section 9 Article IX and Sections 10.04 and 10.05 shall inure to continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its benefit as to agents and sub-agents in respect of any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of them while the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.