Common use of Administrative Agent Clause in Contracts

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Company. Upon any such written notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and Company. Upon any such written notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Revolving Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and the Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and Company. Upon any such written notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require the approval of the Requisite Class B Lenders and (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Committed Lender or an Affiliate thereof on the date on which the Class A Maturity Date shall have occurred and all Class A Revolving Loans and all other Obligations owing to the Class A Committed Lenders have been paid in full in cash, such Administrative Agent shall provide immediate notice of resignation to the Company and the Class B Lenders, and the Requisite Class B Lenders shall have the right, upon five (5) Business Days’ notice to the Company, to appoint a successor Administrative Agent; provided, that the appointment of any successor Administrative Agent that is not a Class B Lender or an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Revolving Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and the Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof The Class A Revolving Committed Lenders in each Class A Lender Group, in proportion to Company. Upon any their respective Committed Lender Pro Rata Shares of the Pro Rata Share of such written notice of resignationClass A Lender Group, Requisite Lenders shall have the right, upon five (5) Business Days’ notice severally agrees to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor indemnify Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “AA Indemnitee Agent Party”), to the extent that successor Administrative such AA Indemnitee Agent Party shall thereupon succeed to not have been reimbursed by Company or Holdings, for and become vested with against any and all the rightsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such AA Indemnitee Agent Party in exercising its powers, privileges rights and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary remedies or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from performing its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents or otherwise in its capacity as such AA Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH AA INDEMNITEE AGENT PARTY; provided, no Class A Revolving Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such AA Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any AA Indemnitee Agent Party for any purpose shall, in the opinion of such AA Indemnitee Agent Party, be insufficient or become impaired, such AA Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Class A Revolving Committed Lender in a Class A Lender Group to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Class A Revolving Lender’s Committed Lender Pro Rata Share of such Class A Lender Group’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Class A Revolving Committed Lender to indemnify any AA Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Administrative Agent. (i) The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Companythe other Facility Agents, the Lenders, the Issuers and the Borrower and shall, immediately upon giving such notice, be discharged from its duties and obligations under this Agreement and the other Loan Documents. Upon any such written notice of resignationresignation by the Administrative Agent, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, right to appoint a successor Administrative Agent provided, that the appointment of a Agent. If no successor Administrative Agent shall require have been so appointed by the Requisite Lenders and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuers, appoint a successor Administrative Agent, selected from among the Lenders. Such appointment shall be subject to the prior written approval of the Borrower (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval may not be unreasonably withheld or delayed and shall not be unreasonably withheld, delayed or conditionedrequired upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that such successor Administrative Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Administrative Agent Agent, and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Documents. After Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. At any time after the discharge of a retiring Administrative Agent from its duties and obligations under this Agreement and prior to any Person accepting its appointment as a successor Administrative Agent, the Requisite Lenders shall assume and perform all of the duties of such retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall become the Administrative Agent hereunder. After its resignation, the retiring Administrative Agent shall continue to have the benefit of this Section 8 shall inure to its benefit Article X as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one under this Agreement or any of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Loan Documents.

Administrative Agent. (i) The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Companythe other Facility Agents, the Lenders, the Issuers and the Borrower and shall, immediately upon giving such notice, be discharged from its duties and obligations under this Agreement and the other Loan Documents. Upon any such written notice of resignationresignation by the Administrative Agent, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, right to appoint a successor Administrative Agent providedAgent, provided that such successor shall be a United States person as defined in Section 7701(a)(30) of the appointment of a Code. If no successor Administrative Agent shall require have been so appointed by the Requisite Lenders and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuers, appoint a successor Administrative Agent, selected from among the Lenders. Such appointment shall be subject to the prior written approval of the Borrower (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval may not be unreasonably withheld or delayed and shall not be unreasonably withheld, delayed or conditionedrequired upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that such successor Administrative Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Administrative Agent Agent, and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Documents. After Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. At any time after the discharge of a retiring Administrative Agent from its duties and obligations under this Agreement and prior to any Person accepting its appointment as a successor Administrative Agent, the Requisite Lenders shall assume and perform all of the duties of such retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall become the Administrative Agent hereunder. After its resignation, the retiring Administrative Agent shall continue to have the benefit of this Section 8 shall inure to its benefit Article X as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one under this Agreement or any of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Loan Documents.

Administrative Agent. The applicable Loan Party, Collateral Agent and each Blocked Account Bank shall enter into a deposit account control agreement (each, a “Deposit Account Control Agreement”) in form and substance satisfactory to Agents directing such Blocked Account Bank to transfer such funds so deposited to Administrative Agent, either to any account maintained by Administrative Agent at said Blocked Account Bank or by wire transfer to appropriate account(s) of Administrative Agent. All funds deposited in such Blocked Accounts shall immediately become the property of Collateral Agent and the applicable Loan Party shall obtain the agreement by such Blocked Account Bank to waive or subordinate any offset rights against the funds so deposited. Neither Agents nor any other Lender Party assumes any responsibility for such blocked account arrangement, including any claim of accord and satisfaction or release with respect to deposits accepted by any Blocked Account Bank thereunder. Administrative Agent shall apply all funds received by it from the Blocked Accounts and/or Deposit Accounts to the satisfaction of the Obligations (including the cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 2.12 hereof) in such order as Administrative Agent shall determine in its sole discretion, subject to Borrowers’ ability to re-borrow Loans in accordance with the terms hereof. All deposit accounts and investment accounts of the Borrowers and their Restricted Subsidiaries and the other Loan Parties are set forth on Schedule 6.19(h). No Loan Party shall open any new deposit account, securities account or investment account with a bank, depository institution or securities intermediary other than Administrative Agent and other than Excluded Accounts unless (i) Administrative Agent may resign at any time by giving thirty (30) days’ the Loan Parties shall have obtained the prior written notice thereof to Company. Upon any such written notice approval of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, Agents and (ii) take if required by any Agent in its Permitted Discretion, such other actionsbank, as may be necessary depository institution or appropriate in connection with the appointment of such successor Administrative Agentsecurities intermediary, whereupon such retiring Administrative each applicable Loan Party and Collateral Agent shall be discharged from its duties first have entered into an account control agreement in form and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, substance satisfactory to Agents sufficient to give Collateral Agent “control” (for purposes of Articles 8 and 9 of the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunderUniform Commercial Code) over such account. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof The Lenders severally agree to Company. Upon any such written notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor indemnify Administrative Agent, its Affiliates and their respective officers, partners, directors, trustees, employees and agents (each, an “Indemnitee Agent Party”), to the extent that successor Administrative such Indemnitee Agent Party shall thereupon succeed to not have been reimbursed by Company or Seller, for and become vested with against any and all the rightsliabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Indemnitee Agent Party in exercising its powers, privileges rights and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary remedies or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from performing its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents or otherwise in its capacity as such Indemnitee Agent Party in any way relating to or arising out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE AGENT PARTY; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Indemnitee Agent Party’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable order. If any indemnity furnished to any Indemnitee Agent Party for any purpose shall, in the opinion of such Indemnitee Agent Party, be insufficient or become impaired, such Indemnitee Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Class A Revolving Lenders and Company. Upon any such written notice of resignation, the Requisite Class A Revolving Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Revolving Lender or an Affiliate thereof on the date on which the Revolving Commitment Termination Date shall have occurred and all Class A Revolving Loans and all other Obligations owing to the Class A Revolving Lender Groups have been paid in full in cash, such Administrative Agent shall provide immediate notice of resignation to the Company, and the Requisite Class B Revolving Lenders shall have the right, upon five (5) Business Days’ notice to the Company, to appoint a successor Administrative Agent; provided, that the appointment of any successor Administrative Agent that is not a Class B Revolving Lender or an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Revolving Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and the Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Class A Managing Agents and Company. Upon any such written notice of resignation, Requisite Class A Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Revolving Lender or an Affiliate thereof on the date on which the Revolving Commitment Termination Date shall have occurred and all Class A Revolving Loans and all other Obligations owing to the Class A Lender Groups have been paid in full in cash, such Administrative Agent shall provide immediate notice of resignation to the Company, and the Requisite Class B Revolving Lenders shall have the right, upon five (5) Business Days’ notice to the Company, to appoint a successor Administrative Agent; provided, that the appointment of any successor Administrative Agent that is not a Class B Revolving Lender or an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Class A Revolving Lenders; provided that Company and the Class A Revolving Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and the Class A Revolving Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. May File Proofs of Claim; Credit Bidding. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letter of Credit Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary, appropriate or advisable in order to have the claims of the Lenders, the Letter of Credit Issuer and the Administrative Agent (including any claim for the reasonable compensation, fees, expenses, disbursements and advances of the Lenders, the Letter of Credit Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Letter of Credit Issuers and the Administrative Agent under Sections 4.1 and 13.5), including all such amounts incurred or accruing during the pendency of any case or proceeding under any Debtor Relief Laws, allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any debtor in possession, custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the Letter of Credit Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and Letter of Credit Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Sections 4.1 and 13.5. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any Letter of Credit Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Letter of Credit Issuer or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Letter of Credit Issuer in any such proceeding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, under any other Debtor Relief Laws or under any similar laws in any other jurisdictions to which a Credit Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Capital Stock or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Company. Upon any such written notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agentauthorized to form one or more acquisition vehicles to make a bid, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein the Administrative Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Capital Stock thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving pro forma effect to the contrarylimitations on actions by the Required Lenders contained in clauses (i) through (vii) of Section 13.1), (iii) the Administrative Agent may shall be authorized to assign its rights and duties the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as Administrative Agent hereunder a result of which each of the Lenders shall be deemed to one have received a pro rata portion of its Affiliates any Capital Stock and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the prior written consent ofneed for any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or prior written notice tobetter, Company because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders; provided that Company Lenders pro rata and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent Capital Stock and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for all purposes hereof, unless and until such assigning Administrative Agent provides written notice any Secured Party or any acquisition vehicle to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documentstake any further action.

Administrative Agent. Xxxxxxxx acknowledges and agrees that Xxxxxx may appoint an administrative agent (i“Administrative Agent”) to take such action as Administrative Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Administrative Agent by Xxxxxx, together with all such powers as are reasonably incidental thereto. Upon such appointment of an Administrative Agent, the following provisions shall apply. (a) The bank serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not Administrative Agent. Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with Borrower or any subsidiary or Affiliate of Borrower as if it were not Administrative Agent hereunder. (b) The obligations of Administrative Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, Administrative Agent shall not be required to take any action with respect to any Default or Event of Default. Without limiting the generality of the foregoing, (a) Administrative Agent may resign at shall not be subject to any time by giving thirty (30) days’ prior written notice thereof to Company. Upon any such written notice fiduciary or other implied duties, regardless of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint whether a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing, (b) Company’s approvalAdministrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, which approval except discretionary rights and powers expressly contemplated hereby that Administrative Agent is required to exercise in writing as directed by the Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in any co-lender agreement), and (c) except as expressly set forth herein, Administrative Agent shall not have any duty to disclose, and shall not be unreasonably withheldliable for the failure to disclose, delayed any information relating to Borrower or conditionedany of its subsidiaries or Affiliates that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. (c) Administrative Agent may consult with legal counsel (which may be counsel for Xxxxxxxx), independent public accountants and other experts selected by it and shall not be liable to any Lender for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. (d) Neither Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Lenders or, where required by the terms of this Agreement, all of the Lenders, or (ii) in the absence of its own gross negligence or willful misconduct. Neither Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of Borrower; (iii) the satisfaction of any condition specified in Article II; (iv) the validity, effectiveness or genuineness of this Agreement, the other Loan Documents or any other instrument or writing furnished in connection herewith; or (v) the contents of any certificate, report or other document delivered hereunder or in connection herewith. Administrative Agent shall not incur any liability to any Lender by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a Lender wire, electronic mail or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to Administrative Agent by Borrower or a Lender. Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. (e) Each Lender shall, ratably in accordance with its interest in the Loan, indemnify Administrative Agent, its Affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by Xxxxxxxx) against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct) that such indemnitees may suffer or incur in connection with this Agreement, the other Loan Documents or any action taken or omitted by such indemnitees hereunder. (f) Each Lender acknowledges that it has, independently and without reliance upon Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it shall, independently and without reliance upon Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under this Agreement, any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder. (g) The initial Administrative Agent may resign as the Administrative Agent by giving notice thereof to the Lenders and Xxxxxxxx. Upon any such resignation, the Lenders shall have the right to appoint a successor agent whereupon (i) such successor agent shall succeed to and become vested with all the rights, powers and duties of the former Administrative Agent, (ii) the term “Administrative Agent” means such successor agent effective upon such appointment and approval, and (iii) 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. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, that such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent Agent, and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunderhereunder first accruing or arising after the effective date of such retirement. If no successor Administrative Agent shall have been so appointed by the Lenders, and shall have accepted such appointment, within ten (10) days after the retiring Administrative Agent gives notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall collectively assume and perform all of the duties of Administrative Agent hereunder until such time as the Lenders shall, subject to the terms of any co-lender agreement entered into by and among the Lenders, appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contraryAgent. Borrower shall be responsible for any and all costs, fees and expenses payable in connection with any appointment of any successor Administrative Agent may assign (including, without limitation, the negotiation, execution and delivery of any administrative agent services agreement or other related documentation) and all costs, fees and expenses payable to such successor Administrative Agent in connection with the performance of its rights obligations hereunder. After Administrative Agent’s resignation hereunder, the provisions of this Section 9.2.3 and duties Section 10.13 hereof shall continue in effect for the benefit of such retiring Administrative Agent and its respective Indemnified Persons in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit DocumentsAgent.

Administrative Agent. (i) The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with fraud, gross negligence or willful misconduct in the selection of such sub-agents. The Administrative Agent may resign at any time by giving providing not less than thirty (30) days’ prior days advance written notice thereof to Companythe Lenders, the Issuing Banks and the Borrower. Upon any such written notice of resignation, Requisite the Required Lenders shall have the right, upon five with the consent of the Borrower not to be unreasonably withheld (5) Business Days’ notice to Companyor, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or if an Event of Default has occurred and is continuing) Company’s approvalcontinuing in consultation with the Borrower), to appoint a successor, which approval is not a natural person, a Defaulting Lender or a Disqualified Lender. If no successor shall not have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent’s resignation shall nonetheless become effective at the end of such thirty (30) days period (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (1) the retiring Administrative Agent shall be unreasonably withhelddischarged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, delayed to or conditionedthrough the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor, such successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunderhereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Administrative Agent’s resignation hereunder as Administrative Agenthereunder, the provisions of this Article and Section 8 9.03 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 Administrative Agent. Any resignation by Truist Bank as Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Bank and a Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder. , (iia) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Administrative Agent of the retiring Issuing Bank and Swingline Lender, (b) the retiring Issuing Bank and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder and or under the other Credit Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit. Each Lender agrees that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own analysis and decisions in taking or not taking action under or based upon this Agreement and other Loan Documents to which it is a party. Except as otherwise provided in Section 9.02(b) or the Security Documents, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents, provided that, without the prior consent of each Lender and each Issuing Bank, the Administrative Agent shall not (except as provided herein or in the Security Documents) release all or substantially all of the Collateral or otherwise terminate all or substantially all of the Liens under any Security Document providing for collateral security, agree to additional obligations being secured by all or substantially all of such collateral security, or alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Security Documents with respect to all or substantially all of the Collateral, except that no such consent shall be required, and the Administrative Agent is hereby authorized, to (1) release (which such release shall be automatic and require no further action from any party) any Lien covering property that is the subject of either a disposition of property (including, without limitation, any property subject to a participation or repurchase transaction) not prohibited hereunder or a disposition to which the Required Lenders have consented, (2) release from any Guarantee and Security Agreement any “Subsidiary Guarantor” (and any property of such Subsidiary Guarantor) in accordance with Section 9.02(c) hereof and Section 10.03 of the Guarantee and Security Agreement and (3) spread Liens to any Designated Indebtedness or Hedging Agreement Obligations (as such terms are defined in the Guarantee and Security Agreement) in accordance with the Guarantee and Security Agreement.

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Class A Managing Agents and Company. Upon any such written notice of resignation, Requisite Class A Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Revolving Lender or an Affiliate thereof on the date on which the Revolving Commitment Termination Date shall have occurred and all Class A Revolving Loans and all other Obligations owing to the Class A Lender Groups have been paid in full in cash, such Administrative Agent shall provide immediate notice of resignation to the Company, and the Requisite Class B Lenders shall have the right, upon five (5) Business Days’ notice to the Company, to appoint a successor Administrative Agent; provided, that the appointment of any successor Administrative Agent that is not a Class B Lender or an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Class A Revolving Lenders; provided that Company and the Class A Revolving Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and the Class A Revolving Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, the Security Documents, and the other Credit Documents together with such actions and powers as are reasonably incidental thereto. Each Lender hereby authorizes Administrative Agent to execute and deliver the Intercreditor Agreement on behalf of such Lender. The Lenders and the Issuing Bank irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Lien on any property granted to or held by the Administrative Agent under any Credit Document (i) upon termination of the Total Revolving Commitments and Total Seasonal Revolving Credit Commitment and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Credit Document, or (iii) subject to Section 9.02, if approved, authorized or ratified in writing by the Required Lenders; and (b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Article VIII. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Credit Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders and/or other Persons as shall be necessary hereunder), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders and/or other Persons as shall be necessary hereunder) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, or (vi) the existence, genuineness, or value of any Collateral or the validity, effectiveness, perfection, priority or enforceability of Liens in or on any of the Collateral. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Companynotifying the Administrative Agent, the Lenders, the Issuing Bank and the Borrower. Upon any such written notice of resignation, Requisite the Required Lenders shall have the right, upon five (5) Business Days’ notice to Companyin consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent providedgives notice of its resignation, that then the appointment retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditionedAgent. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor, such successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent Agent, and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Administrative Agent’s 's resignation hereunder as Administrative Agenthereunder, the provisions of this Article and Section 8 9.03(b) shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent hereunder. or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder. EACH LENDER SEVERALLY AGREES TO INDEMNIFY (TO THE EXTENT NOT REIMBURSED BY THE BORROWER UNDER SECTION 9.03(b)) EACH OF THE ADMINISTRATIVE AGENT AND EACH RELATED PARTY OF THE ADMINISTRATIVE AGENT (EACH SUCH PERSON BEING CALLED IN THIS PARAGRAPH AN "INDEMNITEE") AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (COLLECTIVELY BEING CALLED IN THIS PARAGRAPH, THE "COSTS"): (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (ii) Notwithstanding anything herein to the contraryANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of(iii) THE COLLATERAL OR THE EXERCISE OF REMEDIES IN RESPECT OF THE COLLATERAL, or prior written notice to(iv) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, Company or the LendersOR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR (v) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, IN EACH CASE IN ACCORDANCE WITH SUCH LENDER'S APPLICABLE PERCENTAGE (DETERMINED AS OF THE TIME THAT THE APPLICABLE UNREIMBURSED EXPENSE OR INDEMNITY PAYMENT IS SOUGHT) OF SUCH COSTS. THE FOREGOING IS INTENDED TO INDEMNIFY AND HOLD HARMLESS EACH INDEMNITEE TO THE EXTENT THAT SUCH COSTS RESULTED FROM THE NEGLIGENCE OR ALLEGED NEGLIGENCE OF SUCH INDEMNITEE (WHETHER SOLE, COMPARATIVE, CONTRIBUTORY, OR OTHERWISE); provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereofPROVIDED THAT SUCH INDEMNITY SHALL NOT, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rightsAS TO ANY INDEMNITEE, powersBE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE

Administrative Agent. (a) If (i) Administrative Agent may resign at commits a material breach of its obligations hereunder and the same is not cured within ten (10) Business Days following notice from any time by giving thirty Lender or (30ii) days’ prior written notice thereof to Company. Upon any such written notice an Event of resignation, Requisite Lenders shall have Default occurs and Administrative Agent does not (x) accelerate the right, upon Loan within five (5) Business Days’ Days of such Event of Default, (y) commence foreclosure proceedings within 30 days after such acceleration and diligently pursue foreclosure through appropriate proceedings and (z) liquidate the applicable Property within 180 days of such Property becoming REO Property (as defined below), then the Required Lenders (excluding the Administrative Agent from the determination as if it was a Delinquent Lender for such purposes), may, by delivering written notice to CompanyAdministrative Agent, to appoint a successor remove Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment from its role as Administrative Agent hereunder by hereunder, without affecting Administrative Agent’s rights or obligations as a Lender, and appoint a successor Administrative Agent, that which successor shall be approved by the Required Lenders (excluding the Administrative Agent shall thereupon succeed from the determination as if it was a Delinquent Lender for such purposes). (b) To the extent not reimbursed by Borrower and without limiting any obligation of Borrower to and become vested with all the rightsdo so, powers, privileges and duties of the retiring each Lender agrees to reimburse Administrative Agent for, protect, defend and the retiring indemnify Administrative Agent shall promptly (isolely in its capacity as Administrative Agent) transfer to such successor against, and hold Administrative Agent harmless from, on demand, to the extent of such Lender’s Ratable Share, any and all records liabilities, obligations, losses, damages, penalties, actions, judgments, suits and costs and reasonable out-of-pocket expenses (including reasonable attorneys’ fees) that may at any time be imposed on, asserted against or incurred by Administrative Agent, its shareholders, partners, members, principals, officers, directors or employees in any way relating to the Loan, the Loan Documents, the Property or any other documents necessary collateral or appropriate guaranties therefor, the transactions contemplated thereby, or any action taken or omitted by Administrative Agent under or in connection therewith; provided, however, that no Lender shall be liable to Administrative Agent for the payment of any such sums resulting from Administrative Agent’s gross negligence, fraud, willful misconduct or any action taken by the Administrative Agent that is not in connection with the performance of Loan, the duties of Loan Documents or in its capacity as Administrative Agent. Notwithstanding anything to the successor contrary contained herein, if a Lender owes an amount to Administrative Agent under this Agreement or the Credit Loan Documents, Administrative Agent may, after giving notice to such Lender and such Lender approves (other than a Delinquent Lender for which no approval is required) (a) deduct from any amount received by it with respect to such Lender any amount due to Administrative Agent from such Lender under this Agreement and/or the Loan Documents but which remains unpaid and (iib) take apply that amount in or towards satisfaction of such other actionsowed amount. Administrative Agent will be regarded as having received the amount so deducted. The provisions of this Section shall survive any repayment of the Loan, as may reconveyance and/or foreclosure of the collateral therefor, and termination of this Agreement. (c) Neither Administrative Agent nor any of its shareholders, partners, members, principals, Affiliates, officers, directors or employees shall be necessary liable to any Lender for any action taken or appropriate omitted under this Agreement or in connection with this Agreement or the appointment of such successor Administrative AgentLoan Documents unless caused by its or their gross negligence, whereupon such retiring fraud or willful misconduct. Administrative Agent shall be discharged from its duties entitled to rely, and obligations hereunder. After shall be fully protected in relying, upon any retiring Administrative Agent’s resignation hereunder as Administrative Agentcommunication, the provisions of this Section 8 shall inure to its benefit as to any actions taken instrument or omitted document believed by it in good faith to be taken genuine and correct and to have been signed by or sent by the proper person or persons, and shall be entitled to rely, and shall be fully protected in relying, on opinions and judgments of attorneys, accountants, experts and other professional advisors (including, in each case, those representing or retained by Borrower or any Affiliate thereof) selected by it. (d) JPP agrees that, to the extent it while it was is the Administrative Agent hereunder. (ii) Notwithstanding anything herein to , at all times during the contraryterm of the Loan until all indebtedness and other obligations of Borrower and Guarantor under the Loan Documents have been indefeasibly paid and extinguished, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereofJPP shall be Controlled by Xxxxxx X. Xxxxxxx, unless and until such assigning Administrative Agent provides written notice otherwise consented to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under by the other Credit DocumentsRequired Lenders.

Administrative Agent. In order to expedite the transactions contemplated by this Agreement, Citibank, N.A. is hereby appointed to act as Administrative Agent on behalf of the Lenders. Each of the Lenders and each subsequent holder of any Revolving Credit Note or issuer of any Letter of Credit, irrevocably authorizes the Administrative Agent to take such action on its behalf and to exercise such powers hereunder and under the other Loan Documents as are specifically delegated to or required of the Administrative Agent by the terms hereof and the terms thereof together with such powers as are reasonably incidental thereto. Neither the Administrative Agent nor any of its directors, officers, employees or Administrative Agents shall be liable as such for any action taken or omitted to be taken by it or them hereunder or under any of the other Loan Documents or in connection herewith or therewith (a) at the request or with the approval of the Required Lenders (or, if otherwise specifically required hereunder or thereunder, the consent of the Lenders) or (b) in the absence of its or their own gross negligence or willful misconduct. The Administrative Agent is hereby expressly authorized on behalf of the Lenders, without hereby limiting any implied authority, and the Administrative Agent hereby agrees, (a) to receive on behalf of each of the Lenders any payment of principal of or interest on the Revolving Credit Notes outstanding hereunder and all other amounts accrued hereunder paid to the Administrative Agent, and promptly to distribute to each Lender its proper share of all payments so received, (b) to distribute to each Lender copies of all notices, agreements and other material as provided for in this Agreement or in the other Loan Documents as received by the Administrative Agent and (c) to take all actions with respect to this Agreement and the other Loan Documents as are specifically delegated to the Administrative Agent. In the event that (a) the Borrower fails to pay when due the principal of or interest on any Revolving Credit Note, any amount payable under any Letter of Credit, or any fee payable hereunder or (b) the Administrative Agent receives written notice of the occurrence of a Default or an Event of Default, the Administrative Agent within a reasonable time shall give written notice thereof to the Lenders; and shall take such action with respect to such Event of Default or other condition or event as it shall be directed to take by the Required Lenders or all Lenders, as applicable hereunder; provided, however, that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may take such action or refrain from taking such action hereunder or under any other Loan Documents with respect to a Default or Event of Default as it shall deem advisable in the best interests of the Lenders. The Administrative Agent shall not be responsible in any manner to any of the Lenders for the effectiveness, enforceability, perfection, value, genuineness, validity or due execution of this Agreement, the Revolving Credit Notes or any of the other Loan Documents or any other agreements or certificates, requests, financial statements, notices or opinions of counsel or for any recitals, statements, warranties or representations contained herein or in any such instrument or be under any obligation to ascertain or inquire as to the performance or observance of any of the terms, provisions, covenants, conditions, agreements or obligations of this Agreement or any of the other Loan Documents or any other agreements on a part of the Borrower and, without limiting the generality of the foregoing, the Administrative Agent shall, in the absence of knowledge to the contrary, be entitled to accept in good faith any certificate furnished pursuant to this Agreement or any of the other Loan Documents as conclusive evidence of the facts stated therein and shall be entitled to rely in good faith on any note, notice, consent, certificate, affidavit, letter, telegram, teletype message, statement, order or other document which it believes in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. It is understood and agreed that the Lender which is the Administrative Agent may exercise its rights and powers under other agreements and instruments to which it is or may be a party, and engage in other transactions with the Borrower, as though it were not Administrative Agent of the Lenders hereunder. The Administrative Agent shall promptly give notice to the Lenders of the receipt or sending of any notice, schedule, report, projection, financial statement or other document or information pursuant to this Agreement or any of the other Loan Documents and shall promptly forward a copy thereof to each Lender. Neither the Administrative Agent nor any of its directors, officers, employees or agents shall have any responsibility to the Borrower on account of the failure or delay in performance or breach by any Lender of any of its obligations hereunder or to any Lender on account of the failure of or delay in performance or breach by any other Lender or the Borrower of any of their respective obligations hereunder or in connection herewith. The Administrative Agent may consult with legal counsel selected by it with reasonable care in connection with matters arising under this Agreement or any of the other Loan Documents and any action taken or suffered in good faith by it in accordance with the opinion of such counsel shall be full justification and protection to it. The Administrative Agent may exercise any of its powers and rights and perform any duty under this Agreement or any of the other Loan Documents through agents or attorneys. The Administrative Agent and the Borrower may deem and treat the payee or most recent assignee pursuant to Section 10.3 hereosf, as applicable, of any Revolving Credit Note as the holder thereof until written notice of transfer shall have been delivered as provided in Section 10.3 hereof by such payee to the Administrative Agent and the Borrower. With respect to the Revolving Credit Loans made hereunder, the Revolving Credit Notes issued to it and any other extension of credit applicable to it, the Lender which is the Administrative Agent in its individual capacity as the Issuing Lender or Lender and not as an Administrative Agent shall have the same rights, powers and duties hereunder and under any other agreement executed in connection herewith as any other Lender and may exercise the same as though it were not the Administrative Agent, and the Lender which is the Administrative Agent and its affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or other affiliate thereof as if it were not the Administrative Agent. Each Lender agrees (i) to reimburse the Administrative Agent in the amount of such Lender’s pro rata share (based on its Revolving Credit Commitment hereunder) of any reasonable out-of-pocket expenses incurred for the benefit of the Lenders by the Administrative Agent, including reasonable fees and disbursements of counsel to the Administrative Agent and compensation of agents and employees paid for services rendered on behalf of the Lenders, not reimbursed by the Borrower pursuant to Section 10.4 hereof and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees or agents, on demand, in the amount of its pro rata share (based on its Revolving Credit Commitment hereunder), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as the Administrative Agent or any of them in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents, to the extent not reimbursed by the Borrower pursuant to Section 10.4 hereof; provided, however, that no Lender shall be liable to the Administrative Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Administrative Agent or any of its directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and any other Loan Document to which such Lender is a party. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement or any document furnished hereunder. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Companynotifying the Lenders and the Borrower. Upon any such written notice of resignation, Requisite the Lenders shall have the right, upon five (5) Business Days’ notice to Company, right to appoint a successor Administrative Agent. If no successor Administrative Agent providedshall have been so appointed by such Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, that then the appointment retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall require be a Lender with an office (so long as no Default or Event an affiliate with an office) in the New York metropolitan area having a combined capital and surplus of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditionedat least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor, such successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunderhereunder and under each of the other Loan Documents. After any retiring Administrative Agent’s resignation hereunder as Administrative Agenthereunder, the provisions of this Section 8 Article 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 Administrative Agent. The Lenders hereby acknowledge that the Administrative Agent hereunder. (ii) Notwithstanding anything herein shall be under no duty to take any discretionary action permitted to be taken by the Administrative Agent pursuant to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one provisions of its Affiliates without the prior written consent of, this Agreement or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders any of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit DocumentsLoan Documents unless it shall be requested in writing to do so by the Required Lenders.

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Companythe Company and the Lenders. Upon any such written notice of resignation, the Requisite Remedies Lenders shall have the right, upon five (5) Business Days’ notice to CompanyCompany and each other Lender, to appoint a successor Administrative Agent provided, with the consent of (i) a majority of the Class B Lenders (calculated by excluding the Class B Exposures of all Lenders that are the appointment of a successor same entity as the resigning Administrative Agent shall require or Affiliates of the resigning Administrative Agent), and (ii) so long as no Default or Event of Default has occurred and is continuing) , the Company’s approval, which approval consents shall not be unreasonably withheld or delayed. If no successor agent is appointed by the Requisite Remedies Lenders within thirty (30) days after the Administrative Agent gives written notice of resignation pursuant to the first sentence of this Section 8.7(a)(i), the resigning Administrative Agent may appoint a successor Administrative Agent in its discretion, subject to (i) so long as no Default or Event of Default has occurred and is continuing, the consent of the Company, which consent shall not be unreasonably withheld, delayed conditioned or delayed, and (ii) the consent of the Requisite Remedies Lenders, which consent shall not be unreasonably withheld, conditioned, or delayed. If no successor agent is appointed by the Requisite Remedies Lenders within thirty (30) days after the Administrative Agent gives written notice of resignation pursuant to the first sentence of this Section 8.7(a)(i), the Administrative Agent may petition a court of competent jurisdiction to appoint a successor “Administrative Agent”. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If an Agent Resignation Event has occurred and is continuing with respect to the Administrative Agent, the Person then acting as Administrative Agent shall promptly resign from such capacities in accordance with this Section 8.7(a) following its receipt of a written direction from the Requisite Remedies Lenders to the effect that such Person then acting as Administrative Agent shall resign from such capacities. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or but with prior written notice to, Company or the Lenders; provided that such Affiliate has the ability and capacity to perform professionally and competently the duties imposed on the Administrative Agent hereunder; and provided further that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and the Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. Notwithstanding the foregoing, on the Restatement Effective Date, (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Company. Upon any such written notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval Existing Lender shall not be unreasonably withheldrequired to advance any Dollar Working Capital Facility Committed Tranche Loans to the extent of its Existing Dollar Working Capital Facility Loans (it being understood that on the Restatement Effective Date, delayed or conditioned. Upon such Existing Dollar Working Capital Facility Loans shall be deemed to be Dollar Working Capital Facility Committed Tranche Loans and such portion of the acceptance Existing Dollar Working Capital Facility Loans that were Base Rate Loans shall be Dollar Working Capital Facility Committed Tranche Loans that are Base Rate Loans and such portion of any appointment as the Existing Dollar Working Capital Facility Loans that were Term SOFR Loans shall be Dollar Working Capital Facility Committed Tranche Loans that are Term SOFR Loans (it being understood that for each tranche of Existing Dollar Working Capital Facility Loans that were Term SOFR Loans, the initial Interest Period for such tranche shall be the Interest Period applicable to such tranche of Existing Dollar Working Capital Facility Loans immediately prior to the Restatement Effective Date)) and the Dollar Working Capital Facility Committed Tranche Lenders (other than the Existing Lender) shall advance funds to the Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent no later than 3:00 p.m. (New York City time) on the Restatement Effective Date as shall thereupon succeed to be required (and become vested with all the rights, powers, privileges and duties Dollar Working Capital Facility Committed Tranche Loans of the retiring Administrative Agent and Existing Lender shall be repaid as required) such that each Lender’s share of outstanding Dollar Working Capital Facility Committed Tranche Loans on the retiring Administrative Agent shall promptly (i) transfer Restatement Effective Date is equal to such successor Administrative Agent all records and other documents necessary or appropriate in connection with its Dollar Working Capital Facility Commitment Percentage on the performance of the duties of the successor Administrative Agent under the Credit DocumentsRestatement Effective Date, and (ii) take the Existing Lender shall not be required to advance any Multicurrency Working Capital Facility Loans to the extent of its Existing Multicurrency Working Capital Facility Loans (it being understood that on the Restatement Effective Date, such other actions, as may be necessary or appropriate Existing Multicurrency Working Capital Facility Loans denominated in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent United States Dollars shall be discharged from its duties deemed to be Multicurrency Working Capital Facility Loans denominated in United States Dollars, such Existing Multicurrency Working Capital Facility Loans denominated in Canadian Dollars shall be deemed to be Multicurrency Working Capital Facility Loans denominated in Canadian Dollars, and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agentsuch portion of the Existing Multicurrency Working Capital Facility Loans that were Base Rate Loans shall be Multicurrency Working Capital Facility Loans that are Base Rate Loans, such portion of the Existing Multicurrency Working Capital Facility Loans that were Term SOFR Loans shall be Multicurrency Working Capital Facility Loans that are Term SOFR Loans (it being understood that for each tranche of Existing Multicurrency Working Capital Facility Loans that were Term SOFR Loans, the provisions initial Interest Period for such tranche shall be the Interest Period applicable to such tranche of this Section 8 Existing Multicurrency Working Capital Facility Loans immediately prior to the Restatement Effective Date) and such portion of the Existing Multicurrency Working Capital Facility Loans that were Prime Rate Loans shall inure be Multicurrency Working Capital Facility Loans that are Prime Rate Loans) and the Multicurrency Working Capital Facility Lenders (other than the Existing Lender) on the Restatement Effective Date as shall be required (and the Multicurrency Working Capital Facility Loans of the Existing Lender shall be repaid as required) such that each Lender’s share of outstanding Multicurrency Working Capital Facility Loans on the Restatement Effective Date is equal to its benefit as Multicurrency Working Capital Facility Commitment Percentage on the Restatement Effective Date and (iii) the Existing Lender shall not be required to advance any actions taken or omitted Acquisition Facility Loans to the extent of its Existing Acquisition Facility Loans (it being understood that on the Restatement Effective Date, such Existing Acquisition Facility Loans shall be deemed to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to Acquisition Facility Loans and such portion of the contrary, Administrative Agent may assign its rights Existing Acquisition Facility Loans that were Base Rate Loans shall be Acquisition Facility Loans that are Base Rate Loans and duties as Administrative Agent hereunder to one such portion of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided Existing Acquisition Facility Loans that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate were Term SOFR Loans shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.be

Administrative Agent. (i) If the Borrowers fail to pay to the Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Company. Upon any such written notice Current Bond Letter of resignationCredit Obligations as and when due and payable, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent providedshall promptly notify each of the Lenders and shall demand payment from each of the Lenders such Lender's Revolving Credit Pro Rata Share of such unpaid Current Bond Letter of Credit Obligations, that as appropriate. In addition, if any amount paid to the Administrative Agent on account of any Current Bond Letter of Credit Obligations is rescinded or required to be restored or turned over by the Administrative Agent upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or upon or as a result of the appointment of a successor Administrative Agent shall require (so long as no Default receiver, intervenor, trustee, conservator or Event of Default has occurred and similar officer for any Borrower, or is continuing) Company’s approvalotherwise not indefeasibly covered by an advance under the Revolving Loan, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer notify each of the Lenders and shall demand payment from each of the Lenders of its Revolving Credit Pro Rata Share of its portion of the Current Bond Letter of Credit Obligations to be remitted to such successor Borrower. Each of the Lenders irrevocably and unconditionally agrees to honor any such demands for payment under this Section and promises to pay to the Administrative Agent's account on the same Business Day as demanded the amount of its Revolving Credit Pro Rata Share of the Current Bond Letter of Credit Obligations in immediately available funds, without any setoff, counterclaim or deduction of any kind. Any payment by a Lender hereunder shall in no way release, discharge or lessen the obligation of the Borrowers to pay Current Bond Letter of Credit Obligations to the Administrative Agent all records and other documents necessary or appropriate in connection accordance with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure Agreement. The obligation of each of the Lenders to remit the amount of its benefit as to any actions taken or omitted to be taken by it while it was Revolving Credit Pro Rata Share of Current Bond Letter of Credit Obligations for the account of the Administrative Agent hereunder. (ii) Notwithstanding anything herein pursuant to this Section shall be unconditional and irrevocable under any and all circumstances and may not be terminated, suspended or delayed for any reason whatsoever, provided that all payments of such amounts by each of the Lenders shall be without prejudice to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and each of the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice with respect to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.Administrative

Administrative Agent. (a) The parties hereto agree that, unless Administrative Agent is replaced by the Lenders prior thereto and provided that Borrower pays the Administrative Agent Fee (as defined below) in accordance with the terms hereof, Administrative Agent shall continue to serve as administrative agent under and pursuant to the terms of the Credit Agreement until June 19, 2017, at which time, Administrative Agent shall resign and the Lenders may replace Administrative Agent under the terms of the Credit Agreement effective as of June 19, 2017. In addition, commencing on the date hereof and continuing until the resignation or replacement of Administrative Agent as administrative agent under the Credit Agreement, Borrower shall pay to Administrative Agent an amount equal to $10,000 per month (the “Administrative Agent Fee”). The first installment of the Administrative Agent Fee shall be paid by Borrower to Administrative Agent on the date hereof and thereafter on the first business day of each month until the earlier of the full payment of all obligations under the Credit Agreement and resignation or replacement of the Administrative Agent in accordance with the terms hereof. (b) During the period from the Closing until the replacement of Deutsche Bank as Administrative Agent under the Credit Agreement and the other Loan Documents contemplated by the foregoing paragraph (a): (i) Administrative Agent may resign at and Borrower agree that the Lenders may, after the Closing Date, without any time by giving thirty further consent (30) days’ prior written notice thereof to Company. Upon any such written notice but otherwise in accordance with the terms of resignationthe Loan Agreement), Requisite Lenders shall have the right, replace Administrative Agent with an Affiliate of JPMorgan upon five (5) not less than 10 Business Days’ notice notice, and Borrower agrees to Companyenter into reasonable and customary agency succession amendments and modifications to the Credit Agreement and the other Loan Documents to effect the foregoing; (ii) Any provision of the Credit Agreement or any other Loan Document requiring the consent, to appoint a successor approval, or satisfaction of the Administrative Agent provided(including with respect to any Modification pursuant to Section 10.2 of the Credit Agreement, but excluding any modification of the Administrative Agent’s rights under any provision of Article VIII or Article IX or Section 10.14 in each case of the Credit Agreement, or any analogous provision of any other Loan Document that adversely affects the appointment of a successor Administrative Agent without the consent of the Administrative Agent) shall require (so long as no Default require, instead, the consent, approval or Event satisfaction of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed either the Syndication Agent or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all at the rights, powers, privileges and duties direction of the retiring Administrative Agent and the retiring Administrative Agent shall promptly Lenders; (iiii) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance Any provision of the duties Credit Agreement or any other Loan Document that permits the Administrative Agent, on behalf of the successor Lenders, to take, or to request any Borrower Party to take, any action (including without limitation, the exercise of any right or remedy) or to make delivery of any information, documentation or other deliverable, in its discretion, shall only be taken at the direction of the Lenders (or, if a provision of the Credit Agreement expressly provides that the Required Lenders may direct the action of the Administrative Agent, the Required Lenders), except to the extent such action or delivery is solely for purposes of granting, maintaining or perfecting a Lien for the benefit of the Secured Parties; and (iv) Any notice, information, documentation or other deliverable required to be delivered to the Administrative Agent under the Credit DocumentsAgreement or any other Loan Document shall also be concurrently delivered to the Syndication Agent. (c) For the purposes of the foregoing paragraph (b), and (ii) take such other actions, as may be necessary or appropriate in connection with if the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder declines to act as directed by the Lenders, the Lenders (or, if a provision of the Credit Agreement expressly provides that the Required Lenders may direct the action of the Administrative Agent, the provisions of this Section 8 shall inure Required Lenders) may direct the Syndication Agent to its benefit so act so long as to (x) such action is authorized by the Credit Agreement or any actions taken or omitted other Loan Document to be taken by it while it was the Administrative Agent; and (y) in no such case shall the Administrative Agent hereunder. (ii) Notwithstanding anything herein be liable for actions taken by the Syndication Agent. For the purposes of the foregoing, the Lenders hereby appoint the Syndication Agent as agent for the Lenders to act to the contrary, Administrative Agent may assign its rights and duties same extent as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereofset forth in Section 8.1 of the Credit Agreement, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit DocumentsModified pursuant hereto.

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Class A Revolving Lenders and Company. Upon any such written notice of resignation, the Requisite Class A Revolving Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Revolving Lender or an Affiliate thereof on the date on which the Revolving Commitment Termination Date shall have occurred and all Class A Revolving Loans and all other Obligations owing to the Class A Revolving Lender Groups have been paid in full in cash, such Administrative Agent shall provide immediate notice of resignation to the Company, and the Requisite Class B Revolving Lenders shall have the right, upon five (5) Business Days’ notice to the Company, to appoint a successor Administrative Agent; provided, that the appointment of any successor Administrative Agent that is not a Class B Revolving Lender or an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Revolving Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and the Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and EAST\142645020. 591 become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. (i) The Administrative Agent may resign at any time by giving thirty (30) days’ prior written give notice thereof of its resignation to Companythe Lenders, each L/C Issuer and the Borrower. Upon receipt of any such written notice of resignation, Requisite the Required Lenders shall have the right, upon five (5) Business Days’ notice to Companyin consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and each L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided, that if the appointment Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall require (so long instead be made by or to each Lender and each L/C Issuer directly, until such time as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditionedthe Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a hereunder, such successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (ior retired) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent’s resignation hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article and Section 8 11.4 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Deutsche Bank as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder. , (iia) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Administrative Agent of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged from all of its duties and obligations hereunder and or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit Documentsissued by the retiring L/C Issuer, if any, outstanding at the time of such succession or make other arrangement 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.

Administrative Agent. (i) The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to notifying the Lenders and the Company. Upon any such written notice of resignation, Requisite the Required Lenders shall have the right, upon five with the consent of the Company (5) Business Days’ notice to Companyexcept during the continuance of an Event of Default hereunder, when no such consent shall be required), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent providedwhich shall be a bank with an office in New York, that the appointment New York, or an Affiliate of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditionedany such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor, such successor Administrative Agentshall succeed to, that successor Administrative Agent shall thereupon succeed to and become vested with with, all the rights, powers, privileges and duties of the retiring Administrative Agent Agent, and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring the Administrative Agent’s resignation hereunder as Administrative Agenthereunder, the provisions of this Article and Section 8 10.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent. Each Lender agrees (a) to reimburse the Administrative Agent, on demand, in the amount of its pro rata share (based on the amount of its Loans and available Commitments hereunder) of any expenses incurred for the benefit of the Lenders by the Administrative Agent, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, that shall not have been reimbursed by the Company or any other Borrower and (b) to indemnify and hold harmless the Administrative Agent hereunder. (ii) Notwithstanding anything herein to and any of its Related Parties, on demand, in the contraryamount of such pro rata share, Administrative Agent from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may assign be imposed on, incurred by or asserted against it in its rights and duties capacity as Administrative Agent hereunder or any of them in any way relating to one or arising out of its Affiliates without this Agreement or any other Loan Document or action taken or omitted by it or any of them under this Agreement or any other Loan Document, to the prior written consent of, or prior written notice to, extent the same shall not have been reimbursed by the Company or the Lendersany other Borrower; provided that Company no Lender shall be liable to the Administrative Agent or any such other indemnified Person for any portion of such liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are determined to have resulted from the gross negligence or willful misconduct of the Administrative Agent, and any of its Related Parties or any of their respective directors, officers, employees or agents. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. None of the Lenders may deem and treat such assigning Administrative Agent identified on the facing page or signature pages of this Agreement or elsewhere herein as Administrative Agent for a “syndication agent” or “documentation agent” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documentssuch.

Administrative Agent. (i) The Administrative Agent may resign at any time by giving thirty (30) days’ prior written give notice thereof of its resignation to Companythe Banks, the Issuing Banks and the Borrower. Upon receipt of any such written notice of resignation, Requisite Lenders the Required Banks shall have the right, upon five (5) Business Days’ notice to Companyin consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Banks and the Issuing Banks, appoint a successor Administrative Agent providedmeeting the qualifications set forth above provided that if the Administrative Agent shall notify the Borrower and the Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the appointment case of any collateral security held by the Administrative Agent on behalf of the Banks or the Issuing Bank under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall require (so long instead be made by or to each Bank and Issuing Bank directly, until such time as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditionedthe Required Banks appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a hereunder, such successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (ior retired) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 7.07 (a)). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent’s resignation hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article and Section 8 8.04 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties was acting as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit DocumentsAgent.

Administrative Agent. (i) Wilmington Trust, National Association, as the administrative agent under the Credit Agreement. 5. Credit Agreement: Credit Agreement, dated as of October 22, 2015, among the Borrower, each lender from time to time party thereto and the Administrative Agent. 6. Assigned Interest: Assignor[s]5 Assignee[s]6 Aggregate Amount of Commitment/ Loans for all Lenders7 Amount of Commitme nt/ Loans Assigned Percentage Assigned of Commitment/ Loans8 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: __________________]9 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 5 List each Assignor, as appropriate. 6 List each Assignee, as appropriate. 7 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. If an assignment by a Lender is of the entire remaining amount of the Commitment / Loans then the amount must equal at least $1,000,000. If the assignment is not by a Lender for the entire remaining amount of the Commitment or if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender shall not be less than $1,000,000, unless the Required Lenders and Borrower consent. 8 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 9 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Name: Title: Consented to and Accepted: [_____________________, [REQUIRED LENDERS]10 By: Name: Title: [ADVANCED EMISSIONS SOLUTIONS, INC., as Borrower]11 By: Name: Title: Accepted: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent may resign at any time By: Name: Title: 10 Consent of the Required Lenders (such consent not to be unreasonably withheld or delayed) is required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender. 11 Consent of the Borrower is required when an assignment is made by giving thirty a Lender unless (301) days’ prior written notice thereof to Company. Upon any such written notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or an Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon continuing at the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment time of such successor Administrative Agentassignment or (2) such assignment is to a Lender, whereupon such retiring Administrative Agent an Affiliate of a Lender or an Approved Fund. The Borrower is deemed to have consented unless it shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken object thereto by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written within five Business Days after receiving notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documentsthereof.

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Class A Lenders and Company. Upon any such written notice of resignation, the Requisite Class A Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Lender or an Affiliate thereof on the date on which the Maturity Date shall have occurred and all Class A Loans and all other Obligations owing to the Class A Lenders have been paid in full in cash, such Administrative Agent shall provide immediate notice of resignation to the Company, and the Requisite Class B Lenders shall have the right, upon five (5) Business Days’ notice to the Company, to appoint a successor Administrative Agent; provided, that the appointment of any successor Administrative Agent that is not a Class B Lender or an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and the Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Purchasers and Company. Upon any such written notice of resignation, the Requisite Lenders Purchasers shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Funding Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the LendersPurchasers; provided that Company and the Lenders Purchasers may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders the Purchasers of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Funding Documents.

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and Company. Upon any such written notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require the approval of the Requisite Class B Revolving Lenders and (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Revolving Lender or an Affiliate thereof on the date on which the Class A Maturity Date shall have occurred and all Class A Revolving Loans and all other Obligations owing to the Class A Revolving Lenders have been paid in full in cash, such Administrative Agent shall provide immediate notice of resignation to the Company and the Class B Revolving Lenders, and the Requisite Class B Revolving Lenders shall have the right, upon five (5) Business Days’ notice to the Company, to appoint a successor Administrative Agent; provided, that the appointment of any successor Administrative Agent that is not a Class B Revolving Lender or an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Revolving Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and the Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and Company. Upon any such written notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Lender or an Affiliate thereof on the date on which the Revolving Commitment Termination Date shall have occurred and all Revolving Loans and all other Obligations owing to the Lender Groups have been paid in full in cash, such Administrative Agent shall provide immediate notice of resignation to the Company. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and the Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. (i) The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Companynotifying the Lenders and the Borrower. Upon any such written notice of resignation, Requisite the Majority Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require right (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, continuing with consent of the Borrower which approval consent shall not be unreasonably withheld) to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, delayed then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or conditionedan Affiliate of any such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor, such successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent Agent, and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Administrative Agent’s 's resignation hereunder as Administrative Agenthereunder, the provisions of this Article and Section 8 9.03 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 Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent hereunder. (ii) Notwithstanding anything herein or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the contrary, Administrative Agent may assign or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its rights and duties as Administrative Agent own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documentsthereunder.

Administrative Agent. (a) The Guarantor is executing this Agreement solely to acknowledge and agree to the terms and provisions of this Article 30. Guarantor acknowledges and agrees that (i) Administrative Agent may resign at any time by giving thirty Guarantor directly or indirectly owns one hundred percent (30100%) days’ prior written notice thereof to Company. Upon any such written notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent legal and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate beneficial interests in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, Seller and (ii) Guarantor will derive benefits, directly and indirectly, from the execution, delivery and performance by Seller of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby. (b) Guarantor acknowledges and agrees that, with respect to each Purchased Asset, the Administrative Agent Rights for each Purchased Asset are Purchased Items hereunder. Notwithstanding the foregoing and subject to Article 30(c) below, Guarantor shall continue to act as Administrative Agent for each Purchased Asset. (c) Upon the occurrence of an Event of Default and at the option of Purchaser upon written notice to Guarantor and Seller, Guarantor and Seller shall take all actions reasonably necessary to promptly cause Purchaser (or its designee) to be appointed as Administrative Agent under all Purchased Assets. In connection with the foregoing, Guarantor shall execute a limited power of attorney substantially in the form of Exhibit XI attached hereto irrevocably appointing Purchaser its attorney-in-fact with full power to (i) complete the endorsements of the Purchased Assets, including without limitation the Mortgage Notes and Assignments of Mortgages and any transfer documents related thereto (in each case solely to the extent the Administrative Agent is the named holder thereof) and any transfer documents relating to the Administrative Agent Rights, (ii) record the Assignments of Mortgages and other applicable assignment documents (solely to the extent the Administrative Agent is the named holder thereof), (iii) prepare and file, in form and substance reasonably satisfactory to Purchaser, such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser may from time to time, reasonably consider necessary to create, perfect, and preserve Purchaser’s security interest in the Purchased Assets (solely to the extent the Administrative Agent is the named holder thereof) and (iv) take such other actions, steps as may be necessary to cause Purchaser (or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring its designee) to be appointed as Administrative Agent shall be discharged from its duties and obligations hereunderfor each Purchased Asset, to the extent that Guarantor is permitted by law to act through an agent. After any retiring Administrative Agent’s resignation hereunder For purposes of the foregoing, Guarantor hereby appoints Purchaser as Administrative Agent, attorney-in-fact of Guarantor or the purpose of carrying out the provisions of this Section 8 shall inure to its benefit Article 30 and taking any action specified in the limited power of attorney delivered in accordance herewith, which appointment as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunderattorney-in-fact is irrevocable and coupled with an interest. (d) Guarantor hereby (i) unconditionally ratifies and confirms, renews and affirms all of its obligations under the Guarantee Agreement and (ii) Notwithstanding anything herein acknowledges and agrees that such obligations remain in full force and effect, binding on and enforceable against it in accordance with the terms, covenants and conditions of the Guarantee Agreement, without impairment, and Guarantor remains unconditionally liable to Purchaser in accordance with the terms, covenants and conditions of the Guarantee Agreement. Guarantor hereby represents and warrants that all representations and warranties made by Guarantor in the Guarantee Agreement are true and correct in all material respects as if made on the date hereof (except for representations and warranties which by their terms are expressly applicable to an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date). Guarantor and Purchaser hereby further confirm and agree that all references in the Guarantee Agreement to the contrary“Repurchase Agreement” shall be deemed to be references to the Original Repurchase Agreement as amended and restated by this Agreement (as the same may be further amended, Administrative Agent may assign its rights and duties as Administrative Agent hereunder restated, supplemented or otherwise modified from time to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documentstime).

Administrative Agent. (i) The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Companynotifying the Lenders, the Issuing Banks and the Borrower. Upon any such written notice of resignation, Requisite the Required Lenders shall have the right, upon five (5) Business Days’ notice to Companyin consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent providedwhich shall be a bank with an office in New York, that the appointment New York, and having a combined capital and surplus of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditionedat least $500,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor, such successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent Agent, and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Administrative Agent’s resignation hereunder as Administrative Agenthereunder, the provisions of this Article and Section 8 9.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent hereunder. or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, the Guarantee Agreement, the Security Documents, any related agreement or any document furnished hereunder or thereunder. The parties hereto acknowledge that the Arrangers (in their capacity as such) do not have any duties or responsibilities under any of the Loan Documents and will not be subject to liability thereunder to any of the Loan Parties for any reason. No Secured Party shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent on behalf of the Secured Parties in accordance with the terms thereof. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Revolving Loan Document Obligations (as defined in the Collateral Agreement) as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Lenders at such sale or other disposition. The Lenders hereby authorize the Administrative Agent and Collateral Agent to enter into (i) any Intercreditor Agreement, (ii) Notwithstanding anything herein the First Lien Intercreditor Agreement and (iii) an acknowledgment and consent to the contraryGM Access Agreement, and, in each case, acknowledge that they will be bound thereby. The Collateral Agent shall be entitled to the benefits of this Article on the same basis as if named herein as the Administrative Agent, and also shall be entitled to the exculpatory provisions and rights set forth in the Collateral Agreement and other Security Documents. The rights of the Collateral Agent under the Loan Documents may assign not be amended or modified in a manner adverse to the Collateral Agent without its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documentsconsent.

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and Company. Upon any such written notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require the approval of the Class A Committed Lenders and the Class B Lenders and (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon xxxxxxxxx succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Committed Lender or an Affiliate thereof on the date on which the Class A Maturity Date shall have occurred and all Class A Revolving Loans and all other Obligations owing to the Class A Committed Lenders have been paid in full in cash, such Administrative Agent shall provide immediate notice of resignation to the Company and the Class B Lenders, and the Class B Lenders shall have the right, upon five (5) Business Days’ notice to the Company, to appoint a successor Administrative Agent; provided, that the appointment of any successor Administrative Agent that is not a Class B Lender or an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Revolving Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and the Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. (i) The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Company. Upon any the Lenders and the Borrower, such written notice of resignation, Requisite Lenders shall have the right, resignation to be effective upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, thirty (30) days after the retiring Administrative Agent gives notice of its intention to resign. The Administrative Agent may be removed by the good faith and defensible determination of the Required Lenders that the Administrative Agent has performed its duties hereunder in a grossly negligent or intentionally wrongful manner, and for no other cause. Upon any such resignation or removal, the Required Lenders shall require have the right to appoint, on behalf of the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders within thirty (so long 30) days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Lenders, a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent hereunder. If the Administrative Agent has resigned or been removed and no Default or Event successor Administrative Agent has been appointed, the Lenders may perform all the duties of Default the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has occurred accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditionedretained earnings of at least $100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Administrative Agent and Agent. Upon the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance effectiveness of the duties resignation or removal of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring the resigning or removed Administrative Agent shall be discharged from its duties and obligations hereunderhereunder and under the Loan Documents. After any retiring Administrative Agent’s the effectiveness of the resignation hereunder as or removal of an Administrative Agent, the provisions of this Section 8 Article 15 shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to acting as the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Loan Documents.

Administrative Agent. (i) May File Proofs of Claim; Credit Bidding. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Party, Administrative Agent may resign at (irrespective of whether the principal of any time Loan shall then be due and payable as herein expressed or by giving thirty (30) days’ prior written notice thereof to Company. Upon any such written notice declaration or otherwise and irrespective of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor whether Administrative Agent shall require have made any demand on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (so long as no Default or Event of Default has occurred a) to file and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon prove a claim for the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties whole amount of the retiring Administrative Agent principal and interest owing and unpaid in respect of the retiring Administrative Agent shall promptly (i) transfer Loans and all other Obligations that are owing and unpaid and to file such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of Lenders and Agents and their respective Related Parties and all other amounts due the Lenders and the Agents and their respective Related Parties under Sections 2 and 10) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to Lenders, to pay to each Agent any amount due for the reasonable compensation, expenses, disbursements and advances of such Agent and its agents and counsel, and any other amounts due such Agent under Sections 2 and 10. Nothing contained herein shall be deemed to authorize any Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Agent to vote in respect of the claim of any Lender in any such proceeding. The Credit Parties and the Secured Parties hereby irrevocably authorize the Collateral Agent, at the direction of the Requisite Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code or any similar Laws in any other jurisdictions to which a Credit Party is subject, or (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Collateral Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Collateral Agent (at the direction of the Requisite Lenders) shall be authorized to form one or more acquisition vehicles to make a bid, (ii) the Collateral Agent (at the direction of the Requisite Lenders) shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Collateral Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Requisite Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Requisite Lenders contained in Section 10 of this Agreement), and (iii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. For the avoidance of doubt, no Agent shall be required to take title to any Collateral in connection with any credit bid or otherwise be required to take any action that, in its opinion or the appointment opinion of its counsel, may expose such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as liability or that is contrary to any actions taken Credit Document or omitted to be taken by it while it was Administrative Agent hereunderapplicable Law. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. (ia) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Company. Upon any such written notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties Each of the retiring Administrative Agent Lenders and the retiring Administrative Agent shall promptly (i) transfer Issuing Lenders hereby appoints Citizens Bank, N.A. to such successor Administrative Agent all records and other documents necessary or appropriate in connection with act on its behalf as the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. Except for Section 8.06(b), below, the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lenders, and none of the Loan Parties shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Counterparty and a potential Cash Management Bank) and each Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article VIII and Article IX (including Section 9.03(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Administrative Agent. (i) The Administrative Agent may resign at any time has been appointed to act as Administrative Agent hereunder by giving thirty (30) days’ prior written notice thereof each Secured Party either pursuant to Companythe Loan Documents or by their acceptance of the benefits hereof. Upon any such written notice of resignationThe Administrative Agent shall be obligated, Requisite Lenders and shall have the right, upon five (5) Business Days’ notice to Companyright hereunder, to appoint a successor make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Security Agreement, the Intercreditor Agreement and the Credit Agreement. Without the written consent of the Secured Parties that would be directly and adversely affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would release all or substantially all of the Collateral except as expressly provided herein. In furtherance of the foregoing provisions of this Section 8, each Secured Party, by such Secured Party’s acceptance of the benefits hereof, agrees that such Secured Party shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Administrative Agent provided, that for the appointment benefit of a successor Administrative Agent shall require (so long as no Default or Event each Secured Party in accordance with the terms of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditionedthis Section 8. Upon the acceptance of any appointment as Administrative Agent hereunder under the terms of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereby also be deemed the successor Administrative Agent and such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent under this Security Agreement, and, subject to the terms, conditions and restrictions of the Intercreditor Agreement, the retiring Administrative Agent under this Security Agreement shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documentsthis Security Agreement, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of assignment to such successor Administrative AgentAgent of the security interests created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its the Administrative Agent’s duties and obligations hereunderunder this Security Agreement. After any retiring or removed Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Section 8 Security Agreement shall inure to its the Administrative Agent’s benefit as to any actions taken or omitted to be taken by it the Administrative Agent under this Security Agreement while it the Administrative Agent was the Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. (i) The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to notifying the Lenders, the Issuing Banks and the Company. Upon any such written notice of resignation, Requisite the Required Lenders shall have the right, upon five (5) Business Days’ notice to in consultation with the Company, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent providedgives notice of its resignation, that then the appointment retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall require (so long as no Default be a bank with an office in New York, New York, or Event an Affiliate of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditionedany such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor, such successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent Agent, and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. After any retiring the Administrative Agent’s resignation hereunder as Administrative Agenthereunder, the provisions of this Article and Section 8 9.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. Each Lender, by delivering its signature page to this Agreement, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder. , shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date. Each Lender (iia) Notwithstanding anything herein represents and warrants, as of the date such Person became a Lender party hereto, to, and (b) covenants, from the date such Person became a Lender party hereto to the contrarydate such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent may assign and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments. None of the Arrangers, the Syndication Agents, the Documentation Agents or the Bookrunners shall have any duties or obligations under this Agreement or any other Loan Document (except in its rights and duties capacity, as applicable, as a Lender or as Administrative Agent hereunder to one or an Issuing Bank), but all such Persons shall have the benefit of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; indemnities provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documentshereunder.

Administrative Agent. (a) If (i) (x) Administrative Agent commits a material breach of its obligations hereunder and the same is not cured within ten (10) business days following notice from any Lender or (y) an Event of Default occurs (it being understood that if the Lenders are restricted by the automatic stay or any law, rule or regulation (including the Bankruptcy Code) from taking any actions to declare or enforce any such Event of Default, such Event of Default shall exist for the purposes of this Agreement and shall not impact Cascade’s rights hereunder) and (ii) at such time no Cascade Reduction Event is continuing, then, in either case, Cascade may at any time from and after such date, in its sole and absolute discretion, elect to remove JPP as Administrative Agent and appoint itself or any other Person as a successor Administrative Agent (such election, a “Change of Agency Event”). Following such Change of Agency Event, such successor Administrative Agent shall be “Administrative Agent” for all purposes hereunder. Notwithstanding the foregoing, in the event that following such Change of Agency Event a Cascade Reduction Event occurs, then, at JPP’s election, JPP shall be automatically reinstated as the successor Administrative Agent without the requirement of any further action by any Person; provided, that, upon such election, Section 9(c) hereof shall no longer be of any force or effect; provided, further, that if JPP subsequently transfers all or any portion of its interest resulting in JPP’s Ratable Share being less than Cascade’s Ratable Share, then, at Cascade’s election, Cascade shall automatically be reinstated as successor Administrative Agent without the requirement of any further action by any Person and Section 9(c) hereof shall resume being in full force and effect. In all cases, any successor Administrative Agent shall be “Administrative Agent” for all purposes hereunder. (b) To the extent not reimbursed by Borrower and without limiting any obligation of Borrower to do so, each Lender agrees to reimburse Administrative Agent for, protect, defend and indemnify Administrative Agent (solely in its capacity as Administrative Agent) against, and hold Administrative Agent harmless from, on demand, to the extent of such Lender’s Ratable Share, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits and costs and reasonable out-of-pocket expenses (including reasonable attorneys’ fees) that may at any time be imposed on, asserted against or incurred by Administrative Agent, its shareholders, partners, members, principals, officers, directors or employees in any way relating to the Loan, the Loan Documents, the Property or any other collateral or guaranties therefor, the transactions contemplated thereby, or any action taken or omitted by Administrative Agent under or in connection therewith during such time as Administrative Agent is acting in such capacity under this Agreement; provided, however, that no Lender shall be liable to Administrative Agent for the payment of any such sums resulting from Administrative Agent’s gross negligence, fraud, willful misconduct, or arising from any Change of Agency Event, or any action taken by the Administrative Agent that is not in connection with the Loan, the Loan Documents or in its capacity as Administrative Agent. Notwithstanding anything to the contrary contained herein, if a Lender owes an amount to Administrative Agent under this Agreement or the Loan Documents, Administrative Agent may, after giving notice to such Lender and such Lender approves (a) deduct from any amount received by it with respect to such Lender any amount due to Administrative Agent from such Lender under this Agreement and/or the Loan Documents but which remains unpaid and (b) apply that amount in or towards satisfaction of such owed amount. Administrative Agent will be regarded as having received the amount so deducted. The provisions of this Section shall survive any repayment of the Loan, resignation or replacement of the Administrative Agent, reconveyance and/or foreclosure of the collateral therefor, and termination of this Agreement. (c) Neither Administrative Agent nor any of its shareholders, partners, members, principals, Affiliates, officers, directors or employees shall be liable to any Lender for any action taken or omitted under this Agreement or in connection with this Agreement or the Loan Documents unless caused by its or their gross negligence, fraud or willful misconduct. Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it in good faith to be genuine and correct and to have been signed by or sent by the proper person or persons, and shall be entitled to rely, and shall be fully protected in relying, on opinions and judgments of attorneys, accountants, experts and other professional advisors (including, in each case, those representing or retained by Borrower or any Affiliate thereof) selected by it. (d) JPP agrees that, to the extent it is the Administrative Agent hereunder, at all times during the term of the Loan until all indebtedness and other obligations of Borrower and Guarantor under the Loan Documents have been indefeasibly paid and extinguished, JPP shall be Controlled by Xxxxxx X. Xxxxxxx, unless otherwise consented to by the Required Lenders. (e) From and after the occurrence of a Change of Agency Event, (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Company. Upon any such written notice of resignation, Requisite Lenders shall have the rightright and ability to take all actions permitted under this Agreement, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records Loan Agreement and other documents necessary or appropriate Loan Documents and otherwise in connection with the performance Loan, unilaterally without the approval of the duties of the successor Administrative Agent under the Credit DocumentsJPP in its sole and absolute discretion except as prohibited pursuant to Section 6(d) hereof, and (ii) take JPP, its Affiliates and any transferee of any of JPP’s interest in the Loan after the date hereof with respect to such Transferred Interest shall not (1) have any further control or voting rights under this Agreement, the Loan Agreement and/or any other Loan Document, including without limitation, approving Super-Majority Decisions, Unanimous Decisions or any other actions, as may be necessary inactions, decisions or appropriate other matters requiring the approval of the Lenders, (2) file any motions, actions or pleadings under the Bankruptcy Code or in connection with any Insolvency Proceeding (as more particularly set forth in and subject to Section 12(g) hereof), in each case, solely with respect to JPP’s interest as a Lender hereunder, (3) approve any request of the Borrower or Guarantor or enforce any rights or remedies under Article VI of the Loan Agreement or under the other Loan Documents, in each case, solely with respect to JPP’s interest as a Lender hereunder, or (4) make any election under Section 1111(b) of the Bankruptcy Code with respect to the Loan, file any motion to modify, lift or terminate the automatic stay with respect to the Loan, appear in any Insolvency Proceeding on behalf of all Lenders or foreclose on any Collateral, in each case, unless Administrative Agent approves in writing that any such action may be taken by JPP or any other Lender; provided, that nothing contained herein shall be constructed to grant the Administrative Agent the right to divest another Lender’s interest in the Loan. JPP and the other Lenders hereby agree that, from and after the occurrence of a Change of Agency Event, upon the reasonable request of Administrative Agent, JPP and each other Lender shall execute, acknowledge and deliver to Administrative Agent or its designee all and every such further deeds, conveyances and instruments as the Administrative Agent may reasonably request for the better assuring and evidencing of the appointment of such successor Administrative Agent, whereupon such retiring the Administrative Agent shall be discharged from and the terms of this Agreement. (f) Effective immediately upon the occurrence of a Change of Agency Event and for all times thereafter, for good and valuable consideration for which the sufficiency is acknowledged, JPP and each other Lender hereby irrevocably appoints Administrative Agent or its designee as its agent for purposes of exercising its duties and obligations hereunder. After any retiring Administrative Agent’s resignation rights hereunder as Administrative Agent, and grants to Administrative Agent or its designee an irrevocable power of attorney for the purpose of executing and delivering any documents, instruments or agreements in connection with this Agreement, the Loan and the Loan Documents in each case to the extent of its rights and powers as Administrative Agent, including, without limitation, to substitute JPP with Administrative Agent or its designee for the purposes of being the named agent, administrative agent, collateral agent or similar designation under any Mortgage or other documents in which Administrative Agent holds a security interest for the benefit of the Lenders or otherwise relates to the Collateral. JPP and each other Lender further agrees that, upon the request of Administrative Agent, JPP and each other Lender shall execute and deliver to or at the direction of Administrative Agent such powers of attorney or other instruments as Administrative Agent may reasonably request to better assure and evidence the foregoing appointment and grant, in each case promptly following request. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, JPP AND EACH LENDER HEREBY AGREES THAT, FROM AND AFTER THE OCCURRENCE OF A CHANGE OF AGENCY EVENT, ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OF THIS INSTRUMENT FROM ADMINISTRATIVE AGENT, AS MAY BE REDACTED, ADMINISTRATIVE AGENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE (g) Without limiting the generality of the terms of this Agreement (including, without limitation, Section 12(a) hereof), JPP and each other Lender hereby covenants and agrees that, from and after the occurrence of a Change of Agency Event, only Administrative Agent or its designee has the right to institute, file, commence, acquiesce, petition under Bankruptcy Code Section 303 or otherwise join any Person in any such petition or otherwise invoke or cause any other Person to invoke an Insolvency Proceeding with respect to or against the Borrower and/or Guarantor, appear in such Insolvency Proceeding on behalf of all Lenders and/or seek to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the Borrower and/or Guarantor or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the Borrower and/or Guarantor, in each case, solely with respect to JPP’s interests as a Lender hereunder. Neither JPP nor any other Lender shall take any action in connection with any Insolvency Proceeding or foreclosure of any Collateral without the prior written approval of Administrative Agent, in each case, solely with respect to JPP’s interests as a Lender hereunder. JPP and each other Lender further agrees that, from and after the occurrence of a Change of Agency Event, only Administrative Agent or its designee, can make any election, give any consent, commence any action, appear in any action on behalf of all Lenders or file any motion, claim, obligation, notice or application or take any other action in any case by or against the Borrower and/or Guarantor under the Bankruptcy Code or in any other Insolvency Proceeding or in connection with the foreclosure of any Collateral, in each case, solely with respect to JPP’s interest as a Lender hereunder unless Administrative Agent otherwise approves in writing that JPP or any other Lender may take any such action. (h) The provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder12 are a material inducement on which Cascade has relied and will rely in connection with amending and restating the terms of the Original Co-Lender Agreement and entering into this Agreement and with amending and restating the terms of the Original Loan Agreement and enter into the Loan Agreement. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. (i) The Administrative Agent may resign at any time by giving thirty (30) as Administrative Agent and Collateral Agent upon 10 days’ prior written notice thereof to Companythe Lenders and the Borrower. Upon any such written notice If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Borrower shall have the right (so long as no Event of resignationDefault under Section 7.01(b), Requisite (c), (h) or (i) shall have occurred and be continuing, in which case the Required Lenders shall have the sole right), upon five (5) Business Days’ notice subject to Companythe reasonable consent of the Required Lenders, to appoint a successor which shall have an office in the United States, or an Affiliate of any such successor with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent providedand Collateral Agent, that and the term “Administrative Agent” shall mean such successor agent effective upon such appointment of a successor and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall require (so long as 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 Default or Event of Default successor agent has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any accepted appointment as Administrative Agent hereunder by the date that is 10 days following a successor retiring Administrative Agent’s notice of resignation, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Xxxxxxxxxx Agent is appointed), and the retiring Administrative Agent Lenders shall promptly (i) transfer to such successor Administrative Agent assume and perform all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documentsand Collateral Agent hereunder until such time, and (ii) take such other actionsif any, as may be necessary the Borrower or appropriate in connection with the appointment of such Required Lenders (as provided above) appoint a successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunderagent as provided for above. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company under this Agreement and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignmentother Loan Documents. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.​

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Revolving Lenders and Company. Upon any such written notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Revolving Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and the Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. (ia) Each Investor hereby (x) appoints Law Debenture Trust Company of New York, as the administrative agent for such Investor hereunder (the "ADMINISTRATIVE AGENT"), and (y) each Investor hereby authorizes the Administrative Agent (and its officers, directors, employees and agents) in such capacity to take any and all such actions on its behalf with respect to all obligations under the PIPE Notes in accordance with the terms of this Amendment and the PIPE Notes. The Administrative Agent shall not have, by reason hereof or any of the PIPE Notes, a fiduciary relationship in respect of any Investor. Neither the Administrative Agent nor any of its officers, directors, employees and agents shall have any liability to any Investor for any action taken or omitted to be taken in connection herewith or therewith except to the extent caused by its own gross negligence or willful misconduct, and each Investor agrees to defend, protect, indemnify and hold harmless the Administrative Agent and all of its officers, directors, employees and agents (collectively, the "AA INDEMNITEES") from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such AA Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such AA Indemnitee of the duties and obligations of Administrative Agent pursuant hereto, the PIPE Notes and/or the Intercreditor Agreement (hereinafter defined). (b) The Administrative Agent may resign from the performance of all its functions and duties hereunder at any time by giving thirty at least fifteen (3015) days’ Business Days' prior written notice thereof to Companythe Company and each holder of the PIPE Notes. Such resignation shall take effect upon the acceptance by a successor Administrative Agent of appointment as provided below. Upon any such written notice of resignation, Requisite Lenders the holders of a majority of the outstanding principal under the PIPE Notes shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditionedAgent. Upon the acceptance of any the appointment as Administrative Agent hereunder by a successor Administrative Agent, that such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent Agent, and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunderunder this Amendment. After any retiring Administrative Agent’s 's resignation hereunder as Administrative Agenthereunder, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was benefit. If a successor Administrative Agent hereundershall not have been so appointed within said fifteen (15) Business Day period, the retiring Administrative Agent shall then appoint a successor Administrative Agent who shall serve until such time, if any, as the holders of a majority of the outstanding principal under the PIPE Notes appoint a successor Administrative Agent as provided above. (iic) Notwithstanding anything Without limiting the generality of the foregoing, each Investor hereby irrevocably appoints and authorizes Administrative Agent to execute and deliver the Intercreditor and Subordination Agreement dated as of even date hereof by and between Fortress Credit Corp., in its capacity as collateral agent for certain financial institutions, and the Administrative Agent, in its capacity as administrative agent for the Investors, for and on behalf of such Investor (as amended, restated, supplemented and/or modified from time to time, the "INTERCREDITOR AGREEMENT") and to perform all of the obligations and duties of Administrative Agent provided for therein, and each Investor shall be bound by the terms of the Intercreditor Agreement, as if such Investor were an original signatory thereto. As to (x) any matters not expressly provided for by this Amendment and the PIPE Notes and (y) any amendments, consents or waivers in connection with the PIPE Notes or the Intercreditor Agreement, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Holders, and such instructions of the Required Holders shall be binding upon all Investors. (d) The Administrative Agent shall have no duties or responsibilities except those expressly set forth in this Amendment, the Intercreditor Agreement and the PIPE Notes. The duties of the Administrative Agent shall be mechanical and administrative in nature. The Administrative Agent shall not have by reason of this Amendment, the Intercreditor Agrement or the PIPE Notes a fiduciary relationship in respect of any Investor. Nothing in this Amendment, the PIPE Notes or the Intercreditor Agreement, express or implied, is intended to or shall be construed to impose upon the Administrative Agent any obligations in respect of this Amendment, the PIPE Notes or the Intercreditor Agreement except as expressly set forth herein or therein. (e) If Company or Fortress Credit Corp. (or any successor or replacement agent under the Senior Loan Agreement) seeks the consent or approval of the Required Holders to the contrarytaking or refraining from taking any action hereunder, Administrative Agent may assign its rights Company shall send notice thereof to each Investor. Any such consents shall be solicited and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent oftabulated by Company, or prior written notice toa solicitation and/or tabulation agent engaged by Company, Company or subject to the Lenders; provided that Company Administrative Agent's right to receive all such consents and satisfy itself as to (x) the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders authenticity of such assignment. Upon consents (y) receipt of such assignment such Affiliate shall succeed to consents from Investors representing a sufficient principal amount of PIPE Notes, and become vested with all rights(z) any other matters that the Administrative Agent, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.in its sole discretion deems necessary or

Administrative Agent. (i) The Administrative Agent may resign at any time by giving thirty (30) days’ prior written give notice thereof of its resignation to Companythe Banks, the Issuing Banks and the Borrower. Upon receipt of any such written notice of resignation, Requisite Lenders the Required Banks shall have the right, upon five (5) Business Days’ notice to Companyin consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Banks and the Issuing Banks, appoint a successor Administrative Agent providedmeeting the qualifications set forth above provided that if the Administrative Agent shall notify the Borrower and the Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the appointment case of any collateral security held by the Administrative Agent on behalf of the Banks or the Issuing Bank under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall require (so long instead be made by or to each Bank and Issuing Bank directly, until such time as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditionedthe Required Banks appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a hereunder, such successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (ior retired) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 7.07(a)). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent’s resignation hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article and Section 8 8.04 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties was acting as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit DocumentsAgent.

Administrative Agent. Each of the Lenders and the Issuing Lenders hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors to serve as Administrative Agent under the Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lenders, and neither the Borrower nor any other Obligor shall have rights as a third party beneficiary of such provisions. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender, an Issuing Lender or a Swingline Lender as any other Lender, Issuing Lender or Swingline Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any of its Subsidiaries or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders, the Issuing Lenders or the Swingline Lenders. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent: (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in Section 10.02); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or be contrary to any Loan Document or applicable law; and (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 10.02) or (ii) in the absence of its own gross negligence or willful misconduct (with such absence to be presumed unless otherwise determined by a court of competent jurisdiction in a final and nonappealable judgment). The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice describing such Default is given to the Administrative Agent by the Borrower, a Lender, an Issuing Lender or a Swingline Lender. The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (a) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (b) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (c) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (d) the sufficiency, validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (e) the satisfaction of any condition set forth in Article V or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. Notwithstanding anything herein to the contrary, the Administrative Agent shall not have any liability arising from any confirmation of the Revolving Credit Exposure or the component amounts thereof. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may resign presume that such condition is satisfactory to such Lender or such Issuing Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for an Obligor), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub‑agents appointed by the Administrative Agent. The Administrative Agent and any such sub‑agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub‑agent and to the Related Parties of the Administrative Agent and any such sub‑agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent may at any time by giving thirty (30) days’ prior written give notice thereof of its resignation to Companythe Lenders, the Issuing Lenders and the Borrower. Upon receipt of any such written notice of resignation, Requisite the Required Lenders shall have the right, upon five with the consent of the Borrower (5such consent not to be unreasonably withheld, or required if an Event of Default under clauses (a), (b), (h) Business Days’ notice to Companyor (i) of Article VIII has occurred and is continuing), to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent providedmeeting the qualifications set forth above provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (a) the appointment of retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditionedprovided for above in this paragraph. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a hereunder, such successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (ior retired) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent’s resignation hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article and Section 8 10.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent hereunder. (iiwas acting as Administrative Agent. Each Lender, each Issuing Lender and each Swingline Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, any other Lender, any Issuing Lender, any Swingline Lender or any Arranger or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender, each Issuing Lender and each Swingline Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any other Lender any Issuing Lender, any Swingline Lender or any Arranger or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Except as otherwise provided in Section 10.02(b) Notwithstanding anything herein with respect to this Agreement, the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without may, with the prior written consent ofof the Required Lenders (but not otherwise), consent to any modification, supplement or prior written notice to, Company or waiver under any of the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Loan Documents.

Administrative Agent. (ia) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Company. Upon any such written notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties Each of the retiring Administrative Agent Lenders and the retiring Administrative Agent shall promptly (i) transfer Issuing Lenders hereby irrevocably appoints Alter Domus Products Corp. to such successor Administrative Agent all records and other documents necessary or appropriate in connection with act on its behalf as the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lenders, and none of the Loan Parties shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. (b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Counterparty and a potential Cash Management Bank) and each Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article VIII and Article IX (including Section 9.03(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Administrative Agent. (i) Notwithstanding the previous sentence, the Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Company. Upon without the consent of the Borrower or any such written notice Lender, appoint any of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint its Affiliates which is a commercial bank as a successor Administrative Agent providedhereunder. If the Administrative Agent has resigned and no successor Administrative Agent has been appointed, that the appointment Lenders may perform all the duties of a the Administrative Agent hereunder and the Loan Parties shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall require (so long as no Default or Event of Default be deemed to be appointed hereunder until such successor Administrative Agent has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditionedaccepted the appointment. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Administrative Agent and Agent. Upon the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance effectiveness of the duties resignation of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring the resigning Administrative Agent shall be discharged from its duties and obligations hereunderhereunder and under the Loan Documents. After any retiring Administrative Agent’s the effectiveness of the resignation hereunder as of an Administrative Agent, the provisions of this Section 8 Article IX shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to acting as the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Loan Documents. In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 9.12, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and Company. Upon any such written notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance EAST\142259790.4 92 of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Revolving Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and the Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. (i) The Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Companythe other Facility Agents, the Lenders and the Borrowers and shall, immediately upon giving such notice, be discharged from its duties and obligations under this Agreement and the other Loan Documents. Upon any such written notice of resignationresignation by the Administrative Agent, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, right to appoint a successor Administrative Agent providedAgent, provided that such successor shall be a United States person as defined in Section 7701(a)(30) of the appointment of a Code. If no successor Administrative Agent shall require have been so appointed by the Requisite Lenders and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, selected from among the Lenders. Such appointment shall be subject to the prior written approval of the Borrowers (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval may not be unreasonably withheld or delayed and shall not be unreasonably withheld, delayed or conditionedrequired upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that such successor Administrative Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Administrative Agent Agent, and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Documents. After Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. At any time after the discharge of a retiring Administrative Agent from its duties and obligations under this Agreement and prior to any Person accepting its appointment as a successor Administrative Agent, the Requisite Lenders shall assume and perform all of the duties of such retiring Administrative Agent hereunder until such time, if any, as a successor Administrative Agent shall become the Administrative Agent hereunder. After its resignation, the retiring Administrative Agent shall continue to have the benefit of this Section 8 shall inure to its benefit Article IX as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one under this Agreement or any of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Loan Documents.

Administrative Agent. (ia) Each Lender hereby appoints and authorizes the Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Company. Upon any such written notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long act as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent agent hereunder and under the other Credit Loan Documents (including as collateral agent under the Security Agreement) with such powers as are expressly delegated to the Administrative Agent by the terms of this Note and the other Loan Documents, together with such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Note or in any other Loan Document, or be a trustee or a fiduciary for any Lender. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall not be required to take any action which is contrary to this Note or any other Loan Documents or any law, rule, regulation, ordinance, order, treaty, judgment, or similar form of decision of any governmental authority or which conflicts with the governing documents of the Administrative Agent or exposes the Administrative Agent to any liability. None of the Administrative Agent, the Lenders or any of their respective affiliates shall be responsible to any other Lender for any recitals, statements, representations or warranties made by any Borrower contained in this Note, the other Loan Documents or in any certificate or other document referred to or provided for in, or received by the Administrative Agent, or any Lender under this Note or any other Loan Document, for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Note, the other Loan Documents, or any other document referred to or provided for herein or for any failure by any Borrower to perform their respective obligations hereunder or thereunder. The Administrative Agent may employ agents and attorneys-in-fact and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. (b) The Administrative Agent shall receive all payments for each Lender and shall distribute such payments to each of the Lenders on a pro rata basis in proportion to such Lender's interest in the amount owed hereunder as provided on Scxxxxxx 1 hereto, as such schedule may be updated from time to time. Payments shall be made at the principal office of each Lender as set forth beneath such Lender's name on the signature page hereto, or at such other plaxx xx such Lender may from time to time designate in writing to the Administrative Agent. (c) To the extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If any Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.

Administrative Agent. (i) Subject to the appointment and acceptance of a successor the Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Companynotifying the Lenders, the Issuing Bank and the Borrower. Upon any such written notice of resignation, Requisite the Required Lenders shall have the right, upon five (5) Business Days’ notice to Companyin consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent providedthat shall be a bank with an office in New York, that the appointment New York, or an Affiliate of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditionedany such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor, such successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent Agent, and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Administrative Agent’s 's resignation hereunder as Administrative Agenthereunder, the provisions of this Article and Section 8 9.3 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent hereunder. (ii) Notwithstanding anything herein or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder. 112 The provisions of this Article shall apply to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Collateral Agent as though named herein as the Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit DocumentsAgent.

Administrative Agent. (i) May File Proofs of Claim; Credit Bidding.. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent may resign at (irrespective of whether the principal of any time Loan or LC Obligation shall then be due and payable as herein expressed or by giving thirty (30) days’ prior written notice thereof to Company. Upon any such written notice declaration or otherwise and irrespective of resignation, Requisite Lenders shall have whether the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require have made any demand on the Parent Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (so long as no Default or Event of Default has occurred a) to file and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon prove a claim for the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties whole amount of the retiring Administrative Agent principal and interest owing and unpaid in respect of the retiring Administrative Agent shall promptly (i) transfer Loans, LC Obligations and all other Obligations that are owing and unpaid and to file such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate advisable in connection with order to have the appointment claims of the Lenders, Issuing Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Bank and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Bank and the Administrative Agent under Sections 2.03, 2.09, 10.04 and 10.05) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such successor payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09, 10.04 and 10.05. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank or in any such proceeding. The Secured Parties hereby irrevocably authorize the Administrative Agent, whereupon at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such retiring manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Laws. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agentauthorized to form one or more acquisition vehicles to make a bid, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the contrarylimitations on actions by the Required Lenders contained in clauses (a) through (j) of Section 11.01 of this Agreement, (iii) the Administrative Agent may shall be authorized to assign its rights and duties the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as Administrative Agent hereunder a result of which each of the Lenders shall be deemed to one have received a pro rata portion of its Affiliates any Equity Interests and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the prior written consent ofneed for any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or prior written notice tobetter, Company because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders; provided that Company Lenders pro rata and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for all purposes hereof, unless and until such assigning Administrative Agent provides written notice any Secured Party or any acquisition vehicle to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documentstake any further action.

Administrative Agent. Borrower, Operating Lessee and each Lender agree that upon the effectiveness of this Agreement, the amount of each of the Commitments of each Lender is as set forth on Schedule 1.1 attached hereto. Simultaneously with the effectiveness of this Agreement, the Commitments of each of the Lenders as in effect immediately prior to the effectiveness of this Agreement shall be reallocated among the Lenders pro rata in accordance with their respective Commitments as set forth on Schedule 1.1. To effect such reallocations, each Lender who either had no Commitment prior to the effectiveness of this Agreement or whose Commitment upon the effectiveness of this Agreement exceeds its Commitment immediately prior to the effectiveness of this Amendment (ieach an “Assignee Lender”) shall be deemed to have purchased at par all right, title and interest in, and all obligations in respect of, the Commitments from the Lenders whose Commitments are less than their respective Commitment immediately prior to the effectiveness of this Amendment (each an “Assignor Lender”), so that the Commitments of each Lender will be as set forth on Schedule 1.1 attached hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for Notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amount of their respective Commitments, no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived). The Assignor Lenders, the Assignee Lenders and the other Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may resign at direct (after giving effect to the making of any time Loans to be made on the Effective Date and any netting transactions effected by giving thirty (30the Administrative Agent) days’ prior written notice thereof with respect to Company. Upon any such written notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, reallocations and assignments so that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties aggregate outstanding principal amount of the retiring Administrative Agent and Loan shall be held by the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate Lenders pro rata in connection accordance with the performance amount of the duties of Commitments. Notwithstanding the successor Administrative Agent under the Credit Documents, foregoing and (ii) take such any other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions provision of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein Agreement to the contrary, the parties hereto agree that, in connection with any assignment of the Commitments under this Section, the Administrative Agent may assign its rights Agent, and duties as Administrative Agent hereunder each relevant Assignee Lender and/or Assignor Lender shall endeavor (and Borrower shall at de minimis cost to one Borrower, reasonably cooperate therewith) to make arrangements satisfactory to such parties to cause each such Assignee Lender and/or Assignor Lender to temporarily hold risk participations in the outstanding Loan with a view toward minimizing breakage costs and transfers of its Affiliates without funds in connection with such increase of Commitments. On the prior written consent ofEffective Date, or prior written notice tothe commitment of each Assignor Lender that is a party to the Original Loan Agreement, Company or the Lenders; provided that Company and the but not a party to this Agreement (an “Exiting Lender”), shall be terminated, all outstanding obligations owing to such Exiting Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit DocumentsOriginal Loan Agreement on the Effective Date shall be paid in full as provided in this Section, and each Exiting Lender shall cease to be a Lender under this Agreement; provided, however, that, notwithstanding anything else provided herein or otherwise, any rights of an Exiting Lender under the Loan Documents that are intended by their express terms to survive termination of the Commitments and/or the repayment, satisfaction or discharge of obligations under any Loan Document shall survive for such Exiting Lender.

Administrative Agent. (i) Each of the Lenders hereby irrevocably appoints Administrative Agent as its agent and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The Person serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it 56 #93434686v13 Administrative Agent may resign presume that such condition is satisfactory to such Lender unless Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Advance. Administrative Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder by or through any one or more subagents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article 8 shall apply to any such sub-agent and to the Related Parties of Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Administrative Agent may at any time by giving thirty (30) days’ prior written give notice thereof of its resignation to Companythe Lenders and Borrower. Upon receipt of any such written notice of resignation, Requisite the Required Lenders (calculated without regard to the Applicable Percentage of the resigning Administrative Agent) shall have the right, upon five (5) Business Days’ notice to Companyin consultation with Borrower, to appoint a successor, which shall be a commercial bank with an office in New York, New York, or an Affiliate of any such commercial bank with an office in New York, New York, and which may, for the avoidance of doubt, be a Lender or an Affiliate of a Lender. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent providedmeeting the qualifications set forth above; provided that if Administrative Agent shall notify Borrower and the Lenders that no qualifying Person has accepted such appointment, that then such resignation shall nonetheless become effective in accordance with such notice and (1) the appointment of retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Margin Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through 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 paragraph. The successor shall require (so long as no Default or be consented to by Borrower at all times other than during the existence of an Event of Default has occurred and is continuing) Company’s approval, (which approval consent of Borrower shall not be unreasonably withheld, delayed withheld or conditioneddelayed). Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a hereunder, such successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (ior retired) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After any the retiring Administrative Agent’s resignation hereunder as Administrative Agentand under the other Margin Loan Documents, the provisions of this Article 8 and Section 8 9.04 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties was acting as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit DocumentsAgent.

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and Company. Upon any such written notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require the approval of the Requisite Class B Revolving Lenders and (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Revolving Lender or an Affiliate thereof on the date on which the Revolving Commitment Termination Date shall have occurred and all Class A Revolving Loans and all other Obligations owing to the Class A Revolving Lenders have been paid in full in EAST\148781874.9 cash, such Administrative Agent shall provide immediate notice of resignation to the Company and the Class B Revolving Lenders, and the Requisite Class B Revolving Lenders shall have the right, upon five (5) Business Days’ notice to the Company, to appoint a successor Administrative Agent; provided, that the appointment of any successor Administrative Agent that is not a Class B Revolving Lender or an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Revolving Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and the Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. (a) The Guarantor is executing this Agreement solely to acknowledge and agree to the terms and provisions of this Article 30. Guarantor acknowledges and agrees that (i) Administrative Agent may resign at any time by giving thirty Guarantor directly or indirectly owns one hundred percent (30100%) days’ prior written notice thereof to Company. Upon any such written notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent legal and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate beneficial interests in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, Seller and (ii) Guarantor will derive benefits, directly and indirectly, from the execution, delivery and performance by Seller of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby. (b) Guarantor acknowledges and agrees that, with respect to each Purchased Asset, the Administrative Agent Rights for each Purchased Asset are Purchased Items hereunder. Notwithstanding the foregoing and subject to Article 30(c) below, Guarantor shall continue to act as Administrative Agent for each Purchased Asset. (c) Upon the occurrence of an Event of Default and at the option of Purchaser upon written notice to Guarantor and Seller, Guarantor and Seller shall take all actions reasonably necessary to promptly cause Purchaser (or its designee) to be appointed as Administrative Agent under all Purchased Assets. In connection with the foregoing, Guarantor shall execute a limited power of attorney substantially in the form of Exhibit XI attached hereto irrevocably appointing Purchaser its attorney-in-fact with full power to (i) complete the endorsements of the Purchased Assets, including without limitation the Mortgage Notes and Assignments of Mortgages and any transfer documents related thereto (in each case solely to the extent the Administrative Agent is the named holder thereof) and any transfer documents relating to the Administrative Agent Rights, (ii) record the Assignments of Mortgages and other applicable assignment documents (solely to the extent the Administrative Agent is the named holder thereof), (iii) prepare and file, in form and substance reasonably satisfactory to Purchaser, such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser may from time to time, reasonably consider necessary to create, perfect, and preserve Purchaser’s security interest in the Purchased Assets (solely to the extent the Administrative Agent is the named holder thereof) and (iv) take such other actions, steps as may be necessary to cause Purchaser (or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring its designee) to be appointed as Administrative Agent shall be discharged from its duties and obligations hereunderfor each Purchased Asset, to the extent that Guarantor is permitted by law to act through an agent. After any retiring Administrative Agent’s resignation hereunder For purposes of the foregoing, Guarantor hereby appoints Purchaser as Administrative Agent, attorney-in-fact of Guarantor or the purpose of carrying out the provisions of this Section 8 shall inure to its benefit Article 30 and taking any action specified in the limited power of attorney delivered in accordance herewith, which appointment as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunderattorney-in-fact is irrevocable and coupled with an interest. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. The Administrative Agent has been appointed to act as Administrative Agent hereunder by the Lenders and, by their acceptance of the benefits hereof, any and all other Secured Parties. The Administrative Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (i) including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Facilities Agreement. In furtherance of the foregoing provisions of this Section 8 each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Administrative Agent for the benefit of Secured Parties in accordance with the terms of this Section 8. Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to CompanyLenders and the Grantors, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Grantors and Administrative Agent signed by the Lenders. Upon any such written notice of resignationresignation or any such removal, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor the Administrative Agent providedand upon prior written consent of Borrower (such consent not to be (a) unreasonably withheld, that the appointment of a successor Administrative Agent shall require conditioned or delayed or (so long as no Default or b) required if an Event of Default has occurred and is continuing) Company’s approval), which approval shall not be unreasonably withheld, delayed or conditionedto appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent under this Agreement, and the retiring or removed Administrative Agent under this Agreement shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held hereunder, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documentsthis Agreement, and (ii) execute and deliver to such successor Administrative Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the appointment of assignment to such successor Administrative AgentAgent of the security interests created hereunder, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Section 8 Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. (ia) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof Ladder, DBNY, and their respective successors and assigns with respect to Company. Upon any such written notice of resignationthe Loan, Requisite Lenders shall have the right, upon five (5) Business Days’ but not the obligation, by joint written notice to CompanyBorrowers, to appoint a successor any Person to serve as an administrative agent (such Person, in such capacity, the “Administrative Agent provided, that the appointment of a successor Agent”). An Administrative Agent shall require (so long as no Default or Event be the contractual, non-fiduciary, agent of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance each Lender hereunder with authority to administer all of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties prerogatives of “Lender” hereunder and under the retiring other Loan Documents. Ladder and DBNY hereby appoint Ladder as the initial Administrative Agent Agent. (b) Ladder and the retiring any subsequent Administrative Agent shall promptly have the right, by written notice to Borrowers, to resign as Administrative Agent. The holders of the Notes, by joint written notice to Borrowers, shall have the right to remove Ladder and any subsequently appointed Administrative Agent. Commencing with the appointment of an Administrative Agent, and continuing until such Administrative Agent resigns or is duly removed, Borrowers shall have the right to rely on such appointment of the Administrative Agent as the sole representative of the Lenders. (c) A duly appointed Administrative Agent shall have the sole right to exercise the rights, prerogatives, and powers given to “Lender” under this Agreement and the other Loan Documents, including any consent, approval and waiver rights of “Lender. Borrower acknowledges that notwithstanding any Lender’s role as Administrative Agent, certain actions by any Administrative Agent may require such Administrative Agent to secure the consent of some or all Lenders pursuant to the applicable agreement among the Lenders. (d) An Administrative Agent shall have the right, by written notice to Borrowers, to delegate any of its rights, prerogatives, and powers to a Servicer. (e) As between Lenders, nothing in this Section 11.24 shall be deemed to amend any so-called “Co-Lender Agreement” between the Lenders. As between the Lenders, in the event of any conflict between this Section 11.24 and such a Co-Lender Agreement, the Co-Lender Agreement shall control. However, Borrowers shall not be deemed to be on notice of any such Co-Lender Agreement or the terms thereof, and the terms of any such Co-Lender Agreement shall not be construed to impair Borrower’s right to rely on the authority of the Administrative Agent. (f) The liabilities of Ladder and DBNY shall be several and not joint, (i) transfer to such successor Administrative Agent all records and other documents necessary neither Ladder nor DBNY shall be responsible for the obligations of DBNY or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit DocumentsLadder, respectively, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment each of such successor Administrative Agent, whereupon such retiring Administrative Agent Ladder and DBNY shall be discharged from its duties liable to Borrower only for that portion of the Loan funded by such Lender. Notwithstanding anything to the contrary herein, all indemnities by Borrowers and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agentfor costs, expenses, damages or advances set forth herein shall run to and benefit each Lender based on the provisions proportion of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken the Loan funded by it while it was Administrative Agent hereundersuch Lender. (iig) Notwithstanding anything herein Each of Ladder and DBNY agrees that it has, independently and without reliance on any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of Borrowers, Guarantor and their respective Affiliates and decision to enter into this agreement and that it will, independently and without reliance upon any other Lender, and based on such documents and information as it shall deem appropriate at the contrarytime, Administrative Agent may assign continue to make its rights own analysis and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, decisions in taking or prior written notice to, Company not taking action under this Agreement or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the any other Credit DocumentsLoan Document.

Administrative Agent. (i) If the Administrative Agent has been grossly negligent in the performance of its obligations hereunder, the Administrative Agent may resign be removed at any time by giving thirty (30) days’ prior written notice thereof received by the Administrative Agent from other Lenders holding in the aggregate at least two-thirds of that portion of the Aggregate Commitment not held by the Administrative Agent or its affiliates, such removal to Companybe effective on the date specified by such other Lenders. Upon any such written resignation or removal, such other Lenders shall appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by such other Lenders within thirty days after the resigning Administrative Agent’s giving notice of resignationits intention to resign, Requisite Lenders then the resigning Administrative Agent shall have appoint, on behalf of the rightBorrower and the Lenders, upon five (5) Business Days’ notice to Companya successor Administrative Agent. Notwithstanding the previous sentence, to the Administrative Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent provided, that the appointment of a hereunder. No successor Administrative Agent shall require (so long as no Default or Event be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditionedat least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning or removed Administrative Agent and Agent. Upon the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance effectiveness of the duties resignation or removal of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring the resigning or removed Administrative Agent shall be discharged from its duties and obligations hereunderhereunder and under the Loan Documents. After any retiring Administrative Agent’s the effectiveness of the resignation hereunder as or removal of an Administrative Agent, the provisions of this Section 8 Article X shall inure to its continue in effect for the benefit as to of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to acting as the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Loan Documents.

Administrative Agent. (ia) Ford Credit and Ford Credit Leasing hereby direct Comerica to appoint Ford Credit as Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof for FCTT and to Companyenter into the Administrative Agency Agreement. Upon any such written notice The duties of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent are set forth in the Administrative Agency Agreement. Each Holder of a Specified Beneficial Certificate, by acceptance thereof, shall be deemed to have consented to the appointment of Ford Credit as Administrative Agent; provided, that the appointment Holders of a successor any Series may direct Comerica to instruct (with notice of such instructions being delivered to any Rating Agency then rating securities based on such Series) the Administrative Agent to assign or delegate certain of its servicing functions with respect to the related Series Specified Assets to another Person, and any such assignment or delegation shall relieve the Administrative Agent from any responsibility with respect to such functions; provided, further, that any such assignment or delegation shall require the assignee or delegee to remit Collections to the Administrative Agent for remittance to the FCTT Collection Account, or directly to the FCTT Collection Account, at the times required by this Agreement. (b) In accordance with procedures set forth in the Administrative Agency Agreement, the Administrative Agent shall require (so long as provide information with respect to FCTT Assets to Comerica in detail sufficient to permit Comerica to maintain on an ongoing basis adequate records with respect to the capital investments of Ford Credit and Ford Credit Leasing in FCTT and to provide Holders with any information required pursuant to this Agreement. Comerica has no Default responsibility for determining, monitoring or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed verifying the value or conditioned. Upon the acceptance quality of any appointment assets contributed to or held by FCTT. Comerica, upon receipt of all certificates, statements, opinions, reports, documents, orders, other instru- ments or property furnished to Comerica which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they are on their face in the form required by this Agreement. If any such item is found on its face not to conform to the requirements of this Agreement in a material manner, Comerica shall take such action as Administrative Agent hereunder it deems appropriate to have the item corrected by a successor the Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all if the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.item is

Administrative Agent. (i) Administrative Agent may resign All loans under the Incremental Facility shall be issued at par. The interest rate, commitment fee rate, amortization schedule and maturity date for the Incremental Facility shall be as agreed upon between any time by giving thirty (30) days’ prior written notice thereof Lenders agreeing to Company. Upon any such written notice of resignation, Requisite Lenders shall have provide the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, Incremental Facility and the U.S. Borrower; provided that the appointment final maturity date of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval the Incremental Facility shall not be unreasonably withheldearlier than the Initial Maturity Date. The lenders and the loans under the Incremental Facility will be "U.S. Revolving Lenders" and "U.S. Revolving Loans" for all purposes of this Agreement and the other Loan Documents, delayed or conditionedand shall be treated as such, in terms of sharing of payments and other appropriate provisions. Upon The Incremental Facility will be documented pursuant to an amendment to this Agreement and, as appropriate, the acceptance other Loan Documents, executed by the U.S. Borrower, each Person providing a commitment to the Incremental Facility and the U.S. Administrative Agent. Such amendment may, without the consent of any appointment other Lenders, effect such amendments to this Agreement and the other Loan Documents as Administrative Agent hereunder by a successor may be necessary, in the opinion of the U.S. Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, effect the provisions of this Section 8 shall inure 2.1(f). An Incremental Facility may be established at any time at the request of the U.S. Borrower, upon notice to its benefit as to any actions taken or omitted to be taken by it while it was the U.S. Administrative Agent hereunder. (ii) Notwithstanding anything herein and the Lenders, and subject only to the contraryagreement of Persons who, Administrative Agent may assign its rights and duties as Administrative Agent hereunder in their sole discretion, choose to one of its Affiliates without participate in the prior written consent of, or prior written notice to, Company or Incremental Facility. No Lender shall have any obligation to participate in the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, Incremental Facility unless and until such assigning it commits to do so. The U.S. Administrative Agent provides written and the U.S. Borrower shall provide all then existing Lenders with an opportunity to commit to the Incremental Facility on an up to a ratable basis (the period in which any Lender shall be required to make a decision on its participation in the Incremental Facility being in any event no less than ten (10) Business Days from the date of delivery by the U.S. Borrower of a notice inviting such participation), and if sufficient commitments cannot be obtained in such manner, shall provide other lenders with such opportunity (and for existing Lenders with the ability to Company commit for more than their ratable portion), and such other lenders shall become U.S. Lenders of such assignment. Upon such assignment such Affiliate shall succeed hereunder pursuant to and become vested with all rights, powers, privileges and duties as a joinder agreement reasonably satisfactory to the U.S. Administrative Agent hereunder and under the other Credit DocumentsU.S. Borrower.

Administrative Agent. Unless the Administrative Agent shall have received notice from a Bank prior to the date of any Advance that such Bank will not make available to the Administrative Agent such Bank's ratable portion of such Advance, and so long as notice has been given as provided in Section 2.2(b) hereof, the Administrative Agent may assume that such Bank has made such portion available to the Administrative Agent on the date of such Advance and the Administrative Agent may, in its sole discretion and in reliance upon such assumption, without any obligation hereunder to do so, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have so made such ratable portion available to the Administrative Agent, such Bank agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent for the first two (2) days that such amount is not repaid, at the Overnight Federal Funds Rate, and, thereafter, at the Overnight Federal Funds Rate plus four percent (4%) per annum. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's portion of the applicable Advance for purposes of this Agreement. If such Bank does not repay such corresponding amount immediately upon the Administrative Agent's demand therefor, the Administrative Agent may notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent, together with all interest accrued thereon and on the same terms and conditions that would have applied to such Advance had such Bank funded its portion thereof. Any payments received by the Administrative Agent following such demand shall be applied in repayment of amounts owed to the Administrative Agent hereunder prior to any other application. The failure of any Bank to fund its portion of any Advance shall not relieve any other Bank of its obligation, if any, hereunder to fund its respective portion of the Advance on the date of such borrowing, but no Bank shall be responsible for any such failure of any other Bank. In the event that, at any time when this Agreement is not in Default, a Bank for any reason fails or refuses to fund its portion of an Advance, then, until such time as such Bank has funded its portion of such Advance, or all other Banks have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such Advance, such non-funding Bank shall (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof be automatically deemed to Company. Upon any such written notice of resignation, Requisite Lenders shall have transferred to the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment Bank serving as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed all of such non-funding Bank's right to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and vote regarding any issue on which voting is required or advisable under this Agreement or any other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit DocumentsLoan Document, and (ii) take such other actionsnot be entitled to receive payments of principal, as may be necessary interest or appropriate fees from the Borrower in connection with the appointment respect of such successor Administrative Agent, whereupon Advances which such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure Bank failed to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereundermake. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. (i) Each Conduit Purchaser hereby appoints and authorizes the Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Company. Upon any take such written notice of resignation, Requisite Lenders shall have action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent providedby the terms hereof, that together with such powers as are reasonably incidental thereto. The provisions of this Section 10.18 are solely for the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties benefit of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance Conduit Purchasers. None of the duties Issuer, the Agent or any other Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 10.18. In performing its functions and duties hereunder, the Administrative Agent shall inure act solely as the agent for the Conduit Purchasers and does not assume nor shall be deemed to its benefit as have assumed any obligation or relationship of trust or agency with or for the other Purchasers, the Issuer, the Agent, any Affiliate thereof or any of their respective successors and assigns. As to any actions matters not expressly provided for by this Note Purchase Agreement or the other Transaction Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Conduit Purchasers; provided, however, that the Administrative Agent shall not be required to take any action which, in the reasonable opinion of the Administrative Agent, exposes the Administrative Agent to liability or which is contrary to this Note Purchase Agreement or any other Transaction Document or applicable law. The duties of the Administrative Agent shall be mechanical and administrative in nature. The Administrative Agent shall not have by reason of this Note Purchase Agreement or any other Transaction Document a fiduciary relationship in respect of any Noteholder. Nothing in this Note Purchase Agreement or any other Transaction Document, express or implied, is intended to or shall be construed to impose upon the Administrative Agent any obligations in respect of this Note Purchase Agreement or any other Transaction Document except as expressly set forth herein or therein. The Administrative Agent and its directors, officers, agents or employees shall not be liable for any action taken or omitted to be taken by it while it was under or in connection with this Note Purchase Agreement or any other Transaction Document unless such action or inaction shall constitute gross negligence or willful misconduct on the part of the Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contraryor its directors, officers, agents or employees. The Administrative Agent may assign its rights and duties as at any time request instructions from the Conduit Purchasers with respect to any actions or approvals which by the terms of this Note Purchase Agreement or any other Transaction Document the Administrative Agent hereunder is permitted or required to one take or to grant, and if such instructions are promptly requested, the Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval under any of its Affiliates without the prior written consent ofother Transaction Document until it shall have received such instructions from the Conduit Purchasers. Without limiting the foregoing, or prior written notice to, Company or the Lenders; provided that Company and Conduit Purchasers shall not have any right of action whatsoever against the Lenders may deem and treat such assigning Administrative Agent as a result of the Administrative Agent for all purposes hereofacting or refraining from acting under this Note Purchase Agreement, unless and until such assigning Administrative Agent provides written notice to Company and Lenders the Notes or any of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit DocumentsTransaction Document in accordance with the instructions of the Conduit Purchasers.

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Company. Upon any such written notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties Each of the retiring Administrative Agent Lenders (in its capacities as a Lender and the retiring Administrative Agent shall promptly (ion(a) transfer to such successor Administrative Agent all records behalf of itself and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without as a potential Hedge Bank) hereby irrevocably appoints Bank of America to act on its behalf as the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Administrative Agent and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Collateral Agent. The Administrative Agent shall also act as the “collateral(b) agent” under the Loan Documents, and each of the Lenders (including in its capacity as a Lender and on behalf of itself and its Affiliates as a potential Hedge Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. Rights as a Lender. The Person serving as the Administrative AgentSection 9.

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and Company. Upon any such written notice of resignation, the Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require the approval of the Requisite Class B Revolving Lenders and (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Revolving Lender or an Affiliate thereof on the date on which the Class A Maturity Date shall have occurred and all Class A Revolving Loans and all other Obligations owing to the Class A Revolving Lenders have been paid in full in cash, such Administrative Agent shall provide immediate notice of resignation to the Company and the Class B Revolving Lenders, and the Requisite Class B Revolving Lenders shall have the right, upon five (5) Business Days’ notice to the Company, to appoint a successor Administrative Agent; provided, that the appointment of any successor Administrative Agent that is not a Class B Revolving Lender or an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the LEGAL_US_E # 152147085.3152147085.12 Revolving Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and the Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.

Administrative Agent. (i) The Administrative Agent may resign at any time by giving thirty (30) days’ prior written give notice thereof of its resignation to Companythe Pre-Funded L/C Facility Agent, the Lenders, each L/C Issuer and the Borrower. Upon receipt of any such written notice of resignation, Requisite the Required Lenders shall have the right, upon five (5) Business Days’ notice to Companyin consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and each L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided, that if the appointment Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or each L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall require (so long instead be made by or to each Lender and each L/C Issuer directly, until such time as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditionedthe Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as Administrative Agent hereunder by a hereunder, such successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (ior retired) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent’s resignation hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article and Section 8 11.4 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Administrative Agent was acting as Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as a Revolving L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder. , (iia) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Lenders; provided that Company and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and Lenders of such assignment. Upon such assignment such Affiliate successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Administrative Agent of the retiring Revolving L/C Issuer, (b) the retiring Revolving L/C Issuer shall be discharged from all of its duties and obligations hereunder and or under the other Loan Documents, and (c) the successor Revolving L/C Issuer shall issue letters of credit in substitution for the Revolving Letters of Credit Documentsissued by the retiring Revolving L/C Issuer, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Revolving L/C Issuer to effectively assume the obligations of the retiring Revolving L/C Issuer with respect to such Revolving Letters of Credit.

Administrative Agent. (i) The Conduit Purchaser hereby irrevocably appoints and authorizes the Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to Company. Upon any such written notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of perform the duties of the successor Conduit Purchaser. As to any matters not expressly provided for by this Note Purchase Agreement or the other Basic Documents, the Administrative Agent under shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the Credit Documentsinstructions of the Conduit Purchaser; provided, and (ii) however, that the Administrative Agent shall not be required to take such other actionsany action which, as may be necessary or appropriate in connection with the appointment reasonable opinion of such successor the Administrative Agent, whereupon such retiring exposes the Administrative Agent to liability or which is contrary to this Note Purchase Agreement or any other Basic Document or applicable law. The duties of the Administrative Agent shall be discharged from its duties mechanical and obligations hereunderadministrative in nature. After any retiring The Administrative Agent’s resignation hereunder as Administrative Agent, the provisions Agent shall not have by reason of this Section 8 Note Purchase Agreement or any other Basic Document a fiduciary relationship in respect of any Noteholder. Nothing in this Note Purchase Agreement or any other Basic Document, express or implied, is intended to or shall inure be construed to impose upon the Administrative Agent any obligations in respect of this Note Purchase Agreement or any other Basic Document except as expressly set forth herein or therein. The Administrative Agent and its benefit as to directors, officers, agents or employees shall not be liable for any actions action taken or omitted to be taken by it while it was under or in connection with this Note Purchase Agreement or any other Basic Document unless such action or inaction shall constitute gross negligence or willful misconduct on the part of the Administrative Agent hereunder. (ii) Notwithstanding anything herein to the contraryor its directors, officers, agents or employees. The Administrative Agent may assign its rights and duties as at any time request instructions from the Conduit Purchaser with respect to any actions or approvals which by the terms of this Note Purchase Agreement or any other Basic Document the Administrative Agent hereunder is permitted or required to one take or to grant, and if such instructions are promptly requested, the Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval under any of its Affiliates without the prior written consent ofother Basic Document until it shall have received such instructions from the Conduit Purchaser. Without limiting the foregoing, or prior written notice to, Company or the Lenders; provided that Company and Conduit Purchaser shall not have any right of action whatsoever against the Lenders may deem and treat such assigning Administrative Agent as a result of the Administrative Agent for all purposes hereofacting or refraining from acting under this Note Purchase Agreement, unless and until such assigning Administrative Agent provides written notice to Company and Lenders the Notes or any of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit DocumentsBasic Document in accordance with the instructions of the Conduit Purchaser.

Administrative Agent. (i) Administrative Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lenders and Company. Upon any such written notice of resignation, Requisite Class A Lenders shall have the right, upon five (5) Business Days’ notice to Company, to appoint a successor Administrative Agent provided, that the appointment of a successor Administrative Agent shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions, as may be necessary or appropriate in connection with the appointment of such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. If Administrative Agent is a Class A Revolving Lender or an Affiliate thereof on the date on which all Class A Revolving Loans and all other Obligations owing to the Class A Lenders have been paid in full in cash, such Administrative Agent shall provide immediate notice of resignation to the Company, and the Requisite Class B Revolving Lenders shall have the right, upon five (5) Business Days’ notice to the Company, to appoint a successor Administrative Agent; provided, that the appointment of any successor Administrative Agent that is not a Class B Revolving Lender or an Affiliate thereof shall require (so long as no Default or Event of Default has occurred and is continuing) Company’s approval, which approval shall not be unreasonably withheld, delayed or conditioned. (ii) Notwithstanding anything herein to the contrary, Administrative Agent may assign its rights and duties as Administrative Agent hereunder to one of its Affiliates without the prior written consent of, or prior written notice to, Company or the Class A Revolving Lenders; provided that Company and the Class A Revolving Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for all purposes hereof, unless and until such assigning Administrative Agent provides written notice to Company and the Class A Revolving Lenders of such assignment. Upon such assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder and under the other Credit Documents.