Common use of Successor Agents Clause in Contracts

Successor Agents. Each Appointed Agent may resign as an Appointed Agent upon at least 30 days’ prior notice to the Lenders and the Borrower. In the event any Appointed Agent sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreement, the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for the consent of the Borrower) a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Agent and the term “Appointed Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminated. After any retiring Appointed Agent’s resignation hereunder as an Appointed Agent, the provisions of this Article XIII and Section 14.10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreement.

Successor Agents. Each Appointed The Administrative Agent may resign as an Appointed the Administrative Agent upon at least 30 thirty (30) days’ prior written notice to the Lenders and the Borrower. In If the event any Appointed Administrative Agent sells all is in material breach of its Loans and/or Commitments obligations hereunder as part Administrative Agent, then the Administrative Agent may be removed as the Administrative Agent at the request of a salethe Required Lenders. If at any time, transfer or other disposition by such Appointed the Administrative Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes is a Defaulting Lender, such Appointed the Administrative Agent may be removed at as the reasonable request of Administrative Agent hereunder by the Borrower and upon fifteen (15) days’ notice to the Required Lenders. Subject to Such removal shall take effect upon the foregoing, if an Appointed appointment of a successor Administrative Agent resigns as provided below. Upon receipt of any such notice of resignation or is removed under this Agreementupon such removal, the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agentagent for the Lenders, which successor agent shall be (a) a Lender bank with an office in the United States or a commercial bankan Affiliate of any such bank with an office in the United States, commercial finance company and (b) consented to by the Borrower at all times other than during the existence of an Event of Default under Section 9.01(f) or other asset based lender having total assets in excess (g) (which consent of $5,000,000,000the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of any Appointed the Administrative Agent, such Appointed then the retiring Administrative Agent may appoint (but without appoint, after consulting with the need for Lenders and with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required during the existence of an Event of Default under Section 9.01(f) or (g)), a successor agent agent, 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, from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Agent and the term “Appointed Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminated. After any retiring Appointed Agent’s resignation hereunder as an Appointed Agent, the provisions of this Article XIII and Section 14.10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreement.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at any time give advance notice of at least 30 days’ prior notice days of its resignation to the Lenders Lenders, the L/C Issuers and the BorrowerCompany. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (shall have the right to appoint a successor, which shall be a bank with an office in the prior consent United States, or an Affiliate of any such bank with an office in the Borrower, such consent not United States and which successor shall be consented to be unreasonably withheld and such consent not to be required if by the Company at all times other than during the existence of an Event of Default under any of Section 10.1(a), (e), (fSections 8.01(f) or (g) has occurred and is continuing) (which consent of the Company shall appoint from among the Lenders a successor agent, which successor agent shall not be a Lender unreasonably withheld or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000delayed). If no such successor agent 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, (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent or Collateral Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent or Collateral Agent meeting the qualifications set forth above, provided that in no event shall any such successor Administrative Agent or Collateral Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent or Collateral Agent is appointed prior a Defaulting Lender, the Company or the Required Lenders may, to the effective date extent permitted by applicable Law, by notice in writing to the Company (if action is taken by the Required Lenders) and such Person remove such Person as Administrative Agent and appoint a successor and which successor shall be consented to by the Company at all times other than during the existence of the resignation an Event of any Appointed Agent, such Appointed Agent may appoint Default under Sections 8.01(f) or (but without the need for the g) (which consent of the BorrowerCompany shall not be unreasonably withheld or delayed). If no such successor shall have been so appointed by the Company or the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Company or the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent or Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Administrative Agent or Collateral Agent shall continue to hold such collateral security until such time as a successor agent from among Administrative Agent or Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the Lendersretiring or removed Administrative Agent or Collateral Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent or Collateral Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time, if any, as the Company or the Required Lenders appoint a successor Administrative Agent or Collateral Agent as provided for above. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxAdministrative Agent or Collateral Agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed (or removed) Administrative Agent and or Collateral Agent (other than any rights to indemnity payments or other amounts owed to the term “Appointed Agent” shall mean such successor agent retiring or removed Administrative Agent or Collateral Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Administrative Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.09). The fees payable by the Company to a successor Administrative Agent or Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After any the retiring Appointed or removed Administrative Agent’s or Collateral Agent’s resignation or removal hereunder as an Appointed Agentand under the other Loan Documents, the provisions of this Article XIII IX, Section 10.04 and Section 14.10 10.05 shall continue to inure to in effect for the benefit of such retiring or removed Administrative Agent or Collateral Agent, its benefit as to sub-agents and their respective Affiliates, and the officers, directors, employees, partners, agents, advisors, attorneys-in-fact and other representatives in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent or Collateral Agent was acting as Administrative Agent or Collateral Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent or Collateral Agent. (d) Any resignation by Bank of America, N.A. as Administrative Agent pursuant to this Section 9.09 shall also constitute its resignation as an L/C Issuer and the Swing Line Lender. If Bank of America resigns as an L/C Issuer, it while shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as the Swing Line Lender, it was an Appointed Agent shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Company of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America, N.A. to effectively assume the obligations of Bank of America, N.A. with respect to such Letters of Credit.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders Lenders, the Letter of Credit Issuer and the BorrowerHoldings. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under any of Section 10.1(a), (e), (f) Sections 11.1 or (g) has occurred and 11.5 is continuing) shall , to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank or a commercial banktrust company with an office in the United States, commercial finance or an Affiliate of any such bank or trust company or with an office in the United States (other asset based lender having total assets in excess of $5,000,000,000than any Disqualified Lender). If no such successor agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or Disqualified Lender, and further provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b) If the Person serving as the Administrative Agent is appointed prior a Defaulting Lender pursuant to clause (v) of the definition of “Lender Default”, the Required Lenders may to the effective date of the resignation of any Appointed Agentextent permitted by applicable law, such Appointed Agent may appoint (but without the need for subject to the consent of the Borrower (not to be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person remove such Person as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Letter of Credit Issuer under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor agent from among Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring or removed Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph (and otherwise subject to the terms above). Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) or removed Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Bank of America, N.A. as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Bank of America, N.A. as the Collateral Agent. The fees payable by Holdings or the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings or Borrower and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed 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 or removed Agent was acting as an Appointed Agent. (d) Any resignation by or removal of Bank of America, N.A. as the Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation or removal as Swingline Lender and its Affiliate’s or its resignation or removal, as applicable, as a Letter of Credit Issuer (if such Affiliate or Bank of America, N.A. is a Letter of Credit Issuer). Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer and Swingline Lender, (b) the retiring Letter of Credit Issuer (if an Affiliate of Bank of America, N.A. is a Letter of Credit Issuer or if Bank of America, N.A. is a Letter of Credit Issuer) and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit issued by such Affiliate of the Administrative Agent or the Administrative Agent, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer (if an Affiliate of Bank of America, N.A. or Bank of America, N.A. is a Letter of Credit Issuer) to effectively assume the obligations of the retiring Letter of Credit Issuer (if an Affiliate or Bank of America, N.A. or Bank of America, N.A. is a Letter of Credit Issuer) with respect to such Letters of Credit.

Successor Agents. Each Appointed (a) The Administrative Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the BorrowerBorrowers. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders shall have the right (with subject to the prior consent of the Borrower, such consent Borrowers (not to be unreasonably withheld and such consent not to be required if an withheld, delayed or conditioned) so long as no Event of Default under any of Section 10.1(ais continuing), (e), (f) or (g) has occurred and is continuing) shall to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank with an office in the United States, or a commercial bank, commercial finance company or other asset based lender having total assets an Affiliate of any such bank with an office in excess of $5,000,000,000the United States. If no such successor agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above (including receipt of the Borrowers’ consent); provided that if the any Administrative Agent shall notify the Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation of any Appointed Agent, shall nonetheless become effective in accordance with such Appointed notice. (b) The Collateral Agent may appoint (but without at any time resign as collateral agent in accordance with the need for the consent terms of the BorrowerIntercreditor Agreement. (c) With effect from the Resignation Effective Date, (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents and (2) all payments, communications and determinations provided to be made by, to or through the retiring Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor agent from among the LendersAdministrative Agent as provided for above. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent, as the case may be, hereunder, and upon the execution and filing or recording of such instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) Administrative Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Administrative Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). The fees payable by the Borrowers (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any the retiring Appointed Administrative Agent’s resignation hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to 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 any of them while the retiring Administrative Agent was acting as an Administrative Agent. (d) Notwithstanding anything to the contrary contained herein or in any related document, any corporation into which either Agent may be merged or converted or with which it while it was an Appointed may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Agent under this Agreementshall be a party, or any corporation succeeding to the business of such Agent shall be the successor of such Agent hereunder without the execution or filing of any paper with any Person or any further act on the part of any Person.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders Lenders, the Letter of Credit Issuer and the BorrowerHoldings. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under any of Section 10.1(a), (e), (f) Sections 11.1 or (g) has occurred and 11.5 is continuing) shall , to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank with an office in the United States, or a commercial bank, commercial finance company or other asset based lender having total assets an Affiliate of any such bank with an office in excess of $5,000,000,000the United States. If no such successor agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b) If the Person serving as the Administrative Agent is appointed prior a Defaulting Lender pursuant to clause (v) of the definition of Lender Default, the Required Lenders may to the effective date of the resignation of any Appointed Agentextent permitted by applicable law, such Appointed Agent may appoint (but without the need for subject to the consent of the Borrower (not to be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person remove such Person as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Letter of Credit Issuer under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor agent from among Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring or removed Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) or removed Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Xxxxxxx Xxxxx Bank USA as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Xxxxxxx Sachs Bank USA as the Collateral Agent. The fees payable by Holdings or the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings or Borrower and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed 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 or removed Agent was acting as an Appointed Agent. (d) Any resignation by or removal of Xxxxxxx Xxxxx Bank USA as the Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation or removal as Swingline Lender and its Affiliate’s or its resignation or removal, as applicable, as a Letter of Credit Issuer (if such Affiliate or Xxxxxxx Sachs Bank USA is a Letter of Credit Issuer). Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer and Swingline Lender, (b) the retiring Letter of Credit Issuer (if an Affiliate of Xxxxxxx Xxxxx Bank USA is a Letter of Credit Issuer or if Xxxxxxx Sachs Bank USA is a Letter of Credit Issuer) and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit issued by such Affiliate of the Administrative Agent or the Administrative Agent, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer (if an Affiliate of Xxxxxxx Xxxxx Bank USA or Xxxxxxx Sachs Bank USA is a Letter of Credit Issuer) to effectively assume the obligations of the retiring Letter of Credit Issuer (if an Affiliate or Xxxxxxx Xxxxx Bank USA or Xxxxxxx Sachs Bank USA is a Letter of Credit Issuer) with respect to such Letters of Credit.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed the Administrative Agent or the Collateral Agent, as applicable, upon at least 30 thirty (30) days’ prior notice to the Lenders and the Lead Borrower. In Any such resignation by the event Administrative Agent hereunder shall also constitute its resignation as an L/C Issuer and the Swing Line Lender, in which case upon the effectiveness of such resignation in accordance with this Section 9.09 the resigning Administrative Agent (x) shall not be required to issue any Appointed Agent sells further Letters of Credit or make any additional Swing Line Loans hereunder and (y) shall maintain all of its rights as an L/C Issuer and the Swing Line Lender, as the case may be, with respect to any Letters of Credit issued by it or Swing Line Loans and/or Commitments as part made by it, in each case prior to the effective date of such resignation. Such resignation shall take effect upon the appointment of a sale, transfer successor Administrative Agent pursuant to this Section 9.09. (b) If the Administrative Agent or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Collateral Agent resigns or is removed under this Agreement, the Required Lenders shall (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (fi) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agentagent for the Lenders hereunder and under the other Loan Documents and (ii) use reasonable efforts to arrange for a Person or Persons (which may, which successor agent but shall not be required to be, the new Administrative Agent) that will agree to become an L/C Issuer and/or the Swing Line Lender hereunder, in each case who shall be a Lender Lender, a commercial bank or a commercial banktrust company, commercial finance company in each case reasonably acceptable to the Lead Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or other asset based lender having total assets in excess 8.01(g) (which consent of $5,000,000,000. the Lead Borrower shall not be unreasonably withheld or delayed). (c) If no successor agent is appointed prior to the effective date of the resignation of any Appointed the Administrative Agent or the Collateral Agent, such Appointed as applicable, (i) the Administrative Agent or the Collateral Agent, as applicable, may appoint (but without appoint, after consulting with the need for Lenders and the consent of the Lead Borrower) , a successor agent from among the Lenders. Lenders and (ii) shall use reasonable efforts to arrange for a Person or Persons (which may, but shall not be required to be, the new Administrative Agent) that will agree to become an L/C Issuer and/or the Swing Line Lender hereunder, in each case to the extent the Required Lenders have failed to do the same pursuant to Section 9.09(b). (d) Upon the acceptance of its appointment as successor agent xxxxxxxxxhereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Administrative Agent or retiring Collateral Agent, as applicable, and the term “Appointed Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent or collateral agent and/or Supplemental Agent, as the case may be, and the retiring Appointed Administrative Agent’s or Collateral Agent’s, as applicable, appointment, powers and duties as an Appointed the Administrative Agent or Collateral Agent shall be terminated. After any the retiring Appointed Administrative Agent’s or the Collateral Agent’s resignation hereunder as an Appointed the Administrative Agent or Collateral Agent, as applicable, the provisions of this Article XIII IX and Section 14.10 Sections 10.04 and 10.05 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appointed the Administrative Agent or Collateral Agent, as applicable, under this Agreement.

Successor Agents. Each Appointed (a) The Administrative Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders Lenders, the L/C Issuer and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (shall have the right, to appoint a successor, which shall be a bank or other financial institution with an office in the prior consent United States, or an Affiliate of any such bank with an office in the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agentUnited States, which successor agent shall be a Lender consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or a commercial bank, commercial finance company (g) (with respect to the Borrower) (which consent of the Borrower shall not be unreasonably withheld or other asset based lender having total assets in excess of $5,000,000,000delayed). 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 (or such earlier day as shall be agreed by the Required Lenders) (the “ Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent, which successor agent is appointed prior shall be consented to by the effective date Borrower at all times other than during the existence of the resignation an Event of any Appointed Agent, such Appointed Agent may appoint Default under Section 8.01(f) and (but without the need for the g) (which consent of the Borrower) Borrower shall not be unreasonably withheld or delayed, meeting the qualifications set forth above, provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, appoint a successor, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) and (g) (which consent of the Borrower shall not be unreasonably withheld or delayed. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “ Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from among the LendersResignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer 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 (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxAdministrative Agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed (or removed) Administrative Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable) and shall promptly enter into a licensing agreement with the term “Appointed Reference Pricing Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Administrative Agent shall be terminateddischarged from all of its duties and obligations hereunder 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 Appointed or removed Administrative Agent’s resignation or removal hereunder as an Appointed Agentand under the other Loan Documents, the provisions of this Article XIII Article, Section 11.04 and Section 14.10 11.05 shall continue to inure to in effect for the benefit of such retiring or removed Administrative Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent. (d) Any resignation by Nomura as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. If Nomura resigns as an L/C Issuer, it while it was an Appointed Agent shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged from all of its duties and obligations hereunder or under this Agreementthe other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Nomura to effectively assume the obligations of Nomura with respect to such Letters of Credit.

Successor Agents. Each Appointed Agent may resign as an Appointed Agent upon at least 30 days’ prior notice to the Lenders and the Borrower. In the event any Appointed Agent sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreement, the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for the consent of the Borrower) a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxhereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Agent and the term “Appointed Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminated. After any retiring Appointed Agent’s resignation hereunder as an Appointed Agent, the provisions of this Article XIII and Section 14.10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreement.

Successor Agents. Each Appointed (a) The Administrative Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders Lenders, the L/C Issuer and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (shall have the right, to appoint a successor, which shall be a bank with an office in the prior consent United States, or an Affiliate of any such bank with an office in the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agentUnited States, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (with respect to the Borrower) (which consent of the Borrower shall not be unreasonably withheld or delayed). 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 (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) and (g) (which consent of the Borrower shall not be unreasonably withheld or delayed), meeting the qualifications set forth above; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Borrower and/or the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, appoint a successor, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) and (g) (which consent of the Borrower shall not be unreasonably withheld or a commercial bankdelayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), commercial finance company or other asset based lender having total assets then such removal shall nonetheless become effective in excess of $5,000,000,000accordance with such notice on the Removal Effective Date. If no successor agent is appointed by the Required Lenders pursuant to this Section 9.08(b) prior to the effective date of that is ten (10) Business Days following the resignation of any Appointed AgentRemoval Effective Date, such Appointed Agent the Borrower may appoint (but without appoint, after consulting with the need for the consent of the Borrower) Required Lenders, a successor agent from among the LendersLenders (other than any Sponsor Affiliated Lender). (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer 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 (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxAdministrative Agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the term “Appointed retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable) and shall promptly enter into a licensing agreement with the Reference Pricing Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Administrative Agent shall be terminateddischarged from all of its duties and obligations hereunder 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 Appointed or removed Administrative Agent’s resignation or removal hereunder as an Appointed Agentand under the other Loan Documents, the provisions of this Article XIII Article, Section 11.04 and Section 14.10 11.05 shall continue to inure to in effect for the benefit of such retiring or removed Administrative Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent. (d) Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it while shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c). If Bank of America resigns as Swing Line Lender, it was an Appointed Agent shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c). Upon the appointment by the Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders, the Letter of Credit Issuer and Holdings. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Sections 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States (other than any Disqualified 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 Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower. In ’s consent); provided that if the event any Appointed Administrative Agent sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed the Collateral Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b) If the Person serving as the Administrative Agent is a Defaulting Lender pursuant to clause (v) of the definition of Lender Default, the Required Lenders. Subject Lenders may to the foregoingextent permitted by applicable law, if an Appointed subject to the consent of the Borrower (not to be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person remove such Person as the Administrative Agent resigns or is removed under this Agreementand, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders (with the prior consent of Holdings as required above) and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the BorrowerRequired Lenders and Holdings) (the “Removal Effective Date”), then such consent not to removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall be unreasonably withheld discharged from its duties and such consent not to be required if an Event obligations hereunder and under the other Credit Documents (except that in the case of Default any collateral security held by the Collateral Agent on behalf of the Lenders, the Letter of Credit Issuer or the Swingline Lender under any of Section 10.1(a)the Credit Documents, (e), (f) the retiring or (g) has occurred and is continuing) removed Collateral Agent shall appoint from among the Lenders continue to hold such collateral security as nominee until such time as a successor agentCollateral Agent is appointed) and (2) all payments, which communications and determinations provided to be made by, to or through the retiring or removed Administrative Agent shall instead be made by or to each Lender, the Letter of Credit Issuer and the Swingline Lender directly, until such time as the Required Lenders appoint a successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets Agent as provided for above in excess of $5,000,000,000. If no successor agent is appointed prior this paragraph (and otherwise subject to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for the consent of the Borrower) a successor agent from among the Lendersterms above). Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) or removed Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of JPMorgan Chase Bank, N.A. as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of JPMorgan Chase Bank, N.A. as the Collateral Agent. The fees payable by Holdings or the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings or Borrower and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed 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 or removed Agent was acting as an Appointed Agent. (d) Any resignation by or removal of JPMorgan Chase Bank, N.A. as the Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation or removal as Swingline Lender and its Affiliate’s resignation or removal as the Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer and Swingline Lender, (b) the retiring Letter of Credit Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agents. Each Appointed (a) Subject to the terms of this Section 11.05, each Agent may resign as an Appointed Agent may, upon at least 30 thirty (30) days’ prior notice to the Lenders and the Borrower, resign as Administrative Agent or the Collateral Agent, as applicable. In If an Agent shall resign, then the event Required Lenders shall appoint a successor agent. If for any Appointed Agent sells all reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of its Loans and/or Commitments as part notice of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolioresignation, such Appointed Agent may appoint a successor agent. (b) Any successor Administrative Agent and any successor Collateral Agent shall resign be a U.S. Person (within the meaning of Section 7701(a)(30) of the Code) and shall be a bank with an office in the United States of America or an Affiliate of such bank and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1 (as an Appointed in effect on the date hereof). The appointment of any successor Agent and such purchaser or transferee shall become be subject to the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request prior written consent of the Borrower and (which consent shall not be unreasonably withheld or delayed); provided that the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreement, the Required Lenders (with the prior consent of the Borrower, Borrower to any such consent appointment shall not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has shall have occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent . Any resignation or removal of an Agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess effective upon the appointment of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for the consent of the Borrower) a successor agent from among pursuant to this Section 11.05. After the Lenders. Upon the acceptance effectiveness of its appointment any retiring or removed Agent’s resignation or removal hereunder as successor agent xxxxxxxxxAgent, such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Agent and the term “Appointed Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminated. After any retiring Appointed Agent’s resignation discharged from its duties and obligations hereunder as an Appointed Agent, and under the other Facility Documents and the provisions of this Article XIII and Section 14.10 XI shall continue to inure to in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was an Appointed Agent under this AgreementAgreement and under the other Facility Documents. (c) Subject to the terms of this Section 11.05(c) the Administrative Agent may, upon thirty (30) days’ notice to the Collateral Manager, the Equityholder, the Collateral Agent, the Lenders and the Borrower, remove and discharge the Collateral Agent from the performance of its obligations under this Agreement and under the other Facility Documents without cause at any time. If the Collateral Agent shall be removed pursuant to this Section 11.05(c), then the Administrative Agent during such thirty (30) day period shall appoint a successor Collateral Agent. The appointment of any successor Collateral Agent pursuant to this Section 11.05(c) shall be subject to the prior written consent of the Borrower (provided that no Event of Default has occurred and is continuing) and the Required Lenders. If the Collateral Agent is removed pursuant to this Section 11.05(c), the Collateral Agent shall be removed in all other capacities in which it serves under this Agreement and under any of the other Facility Documents (including in its capacity as Custodian), but not in its capacities as Administrative Agent or Lender, if applicable. Any removal of the Collateral Agent pursuant to this Section 11.05(c) shall be effective upon the appointment of a successor Collateral Agent pursuant to this Section 11.05(c) and the acceptance of such appointment by such successor. After the effectiveness of any removal of the Collateral Agent pursuant to this Section 11.05(c), the Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents (but not in its capacities as Administrative Agent or Lender, if applicable) and the provisions of this Article XI and Section 11.05(c) shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and under the other Facility Documents. In the event a successor Collateral Agent shall not be appointed within such thirty (30) day period, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent.

Successor Agents. Each Appointed (a) Subject to the terms of this Section 12.05, each Agent may resign as an Appointed Agent may, upon at least 30 thirty (30) days’ prior notice to the Lenders and the Borrower, resign as Administrative Agent or Collateral Agent, as applicable. In If an Agent shall resign, then the event Required Xxxxxxx shall appoint a successor agent. If for any Appointed Agent sells all reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of its Loans and/or Commitments as part notice of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolioresignation, such Appointed Agent may appoint a successor agent. The appointment of any successor Agent shall resign as an Appointed Agent and such purchaser or transferee shall become be subject to the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request prior written consent of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreement, the Required Lenders (with the prior which consent of the Borrower, such consent shall not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(aor delayed), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for ; provided that the consent of the BorrowerBorrower to any such appointment shall not be required if (i) a Material Default or Event of Default shall have occurred and is continuing (other than with respect to a MS Competitor) or (ii) if such successor agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be effective upon the appointment of a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Appointed Agent and the term “Appointed Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminatedthis Section 12.05. After the effectiveness of any retiring Appointed Agent’s resignation hereunder as an Appointed Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article XIII and Section 14.10 XII shall continue to inure to in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreement and under the other Facility Documents. If no successor Collateral Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within sixty days after giving of notice of resignation by the Collateral Agent, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. (b) Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders Lenders, the Letter of Credit Issuer and the BorrowerHoldings. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrowers (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under any of Section 10.1(a), (e), (f) Sections 11.1 or (g) has occurred and 11.5 is continuing) shall , to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank with an office in the United States, or a commercial bank, commercial finance company or other asset based lender having total assets an Affiliate of any such bank with an office in excess of $5,000,000,000the United States. If no such successor agent shall have been so appointed by the Required Xxxxxxx and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrowers’ consent) (the “Resignation Effective Date”). (b) If the Person serving as the Administrative Agent is appointed prior a Defaulting Lender pursuant to clause (v) of the definition of Lender Default, the Required Lenders may to the effective date of the resignation of any Appointed Agentextent permitted by applicable law, such Appointed Agent may appoint (but without the need for subject to the consent of the BorrowerBorrowers (not to be unreasonably withheld or delayed), by notice in writing to the Borrowers and such Person remove such Person as the Administrative Agent and, in consultation with the Borrowers, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Letter of Credit Issuer under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor agent from among Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring or removed Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed (or retired) or removed Agent and (except for any indemnity payments or other amounts owed to the term “Appointed retiring (or removed) Agent” shall mean such successor agent ), and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Royal Bank of Canada as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Royal Bank of Canada as the Collateral Agent. The fees payable by Holdings or the Borrowers (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings or Borrowers and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed 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 or removed Agent was acting as an Appointed Agent. (d) Any resignation by or removal of Royal Bank of Canada as the Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation or removal as Swingline Lender and its Affiliate’s or its resignation or removal, as applicable, as a Letter of Credit Issuer (if such Affiliate or Royal Bank of Canada is a Letter of Credit Issuer). Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer and Swingline Lender, (b) the retiring Letter of Credit Issuer (if an Affiliate of Royal Bank of Canada is a Letter of Credit Issuer or if Royal Bank of Canada is a Letter of Credit Issuer) and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit issued by such Affiliate of the Administrative Agent or the Administrative Agent, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer (if an Affiliate of Royal Bank of Canada or Royal Bank of Canada is a Letter of Credit Issuer) to effectively assume the obligations of the retiring Letter of Credit Issuer (if an Affiliate of Royal Bank of Canada or Royal Bank of Canada is a Letter of Credit Issuer) with respect to such Letters of Credit.

Successor Agents. Each Appointed (a) The Administrative Agent or Collateral Agent may resign as an Appointed the Administrative Agent or Collateral Agent, as applicable, upon at least 30 days’ prior written notice to the Lenders and the Borrower. In the event any Appointed Agent sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject If the Administrative Agent or Collateral Agent or a controlling Affiliate of the Administrative Agent or the Collateral Agent is subject to the foregoing, if an Appointed Agent resigns or is removed under this AgreementAgent-Related Distress Event, the Required Lenders or the Borrower may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. In addition, as long as Blackstone Credit Entities constitute the Required Lenders, the Required Lenders may remove the Administrative Agent at any time, with or without cause and without the prior consent of the BorrowerBorrower (provided, the foregoing shall have no effect on the rights of the Borrower in the immediately succeeding sentence with respect to consent over appointment of a replacement Administrative Agent). Upon receipt of any such consent not to be unreasonably withheld and such consent not to be required if an Event notice of Default under any of Section 10.1(a)resignation or removal, (e), (f) or (g) has occurred and is continuing) the Required Lenders shall appoint from among the Lenders a successor agentagent for the Lenders, which successor agent shall be a Lender consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(a), (f), or a commercial bank, commercial finance company (g) (which consent of the Borrower shall not be unreasonably withheld or other asset based lender having total assets in excess of $5,000,000,000delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, as applicable, of any Appointed the Administrative Agent or Collateral Agent, such Appointed as applicable, the Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), as applicable, may appoint (but without shall not be required to) appoint, after consulting with the need for the consent of Lenders and the Borrower) , a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxhereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed or removed Administrative Agent or Collateral Agent, as applicable, and the term “Appointed Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent or such successor collateral agent, as applicable, and the retiring Appointed Administrative Agent’s or Collateral Agent’s appointment, powers and duties as an Appointed the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After any the retiring Appointed Administrative Agent’s or Collateral Agent’s resignation or removal hereunder as an Appointed the Administrative Agent or Collateral Agent, the provisions of this Article XIII IX and Section 14.10 Sections 10.04 and 10.05 shall continue to inure to in effect for its benefit as to any actions taken or omitted to be taken by it while it was an Appointed the Administrative Agent or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date which is 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal, the retiring or removed Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder, under the Agreement Among Lenders, and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Xxxxxxx appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring or removed Agent was acting as Administrative Agent or Collateral Agent, as applicable (and in performing its duties and obligations under clause (i) above of this Section 9.09(a)). At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Administrative Agent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the Required Lenders. (b) [Reserved].

Successor Agents. (a) Each Appointed of the Administrative Agent and Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior notice to any time by notifying the Lenders other Agent, the Lenders, the Letter of Credit Issuers and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Letter of Credit Issuers, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if such Agent shall notify the Borrower and the Lenders that no qualifying Person (including as a result of the absence of consent not of the Borrower) has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (x) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured Parties under any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (y) all payments, communications and determinations provided to be required if made by, to or through such Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders with (except after the occurrence and during the continuation of an Event of Default under any of Section 10.1(a), (e), (f11.1 or 11.5) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for the consent of the BorrowerBorrower (not to be unreasonably withheld) a appoint successor agent from among the LendersAgents as provided for above in this paragraph. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed Agent’s resignation hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Appointed Agent. (b) Without limitation to Section 3.6(a) or 13.9, any resignation by Deutsche Bank AG New York Branch as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as a Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of its duties and obligations hereunder or under this Agreementthe other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agents. Each Appointed (a) Subject to the terms of this Section 12.05, each Agent may resign as an Appointed Agent may, upon at least 30 thirty (30) days’ prior notice to the Lenders and the Borrower, resign as Administrative Agent or Collateral Agent, as applicable. In If an Agent shall resign, then the event Required Lenders shall appoint a successor agent. If for any Appointed Agent sells all reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of its Loans and/or Commitments as part notice of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolioresignation, such Appointed Agent may appoint a successor agent. The appointment of any successor Agent shall resign as an Appointed Agent and such purchaser or transferee shall become be subject to the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request prior written consent of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreement, the Required Lenders (with the prior which consent of the Borrower, such consent shall not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(aor delayed), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for ; provided that the consent of the BorrowerBorrower to any such appointment shall not be required if (i) a Default or Event of Default shall have occurred and is continuing or (ii) if such successor agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be effective upon the appointment of a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Appointed Agent and the term “Appointed Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminatedthis Section 12.05. After the effectiveness of any retiring Appointed Agent’s resignation hereunder as an Appointed Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article XIII and Section 14.10 XII shall continue to inure to in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreement and under the other Facility Documents. If no successor Administrative Agent or Collateral Agent, as applicable, shall have been appointed and an instrument of acceptance by a successor Administrative Agent or Collateral Agent, as applicable, shall not have been delivered to the Administrative Agent or Collateral Agent, as applicable, within sixty days after giving of notice of resignation by the Administrative Agent or Collateral Agent, as applicable, the resigning Administrative Agent or Collateral Agent, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent or Collateral Agent, as applicable. (b) Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Successor Agents. Each Appointed (a) The Administrative Agent may resign as an Appointed Administrative Agent upon at least 30 ten days’ prior notice to the Lenders, the Issuing Lenders and the Borrower. In If the event any Appointed Agent sells all of its Loans and/or Commitments Person serving as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Administrative Agent and such purchaser Collateral Agent is a Defaulting Lender or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes Affiliate of a Defaulting Lender, such Appointed Agent may be removed at either the reasonable request of Required Lenders or the Borrower may, upon ten days’ notice, remove the Administrative Agent and the Required LendersCollateral Agent. Subject to the foregoing, if an Appointed Agent resigns Upon receipt of any such notice of resignation or is removed under this Agreementdelivery of any such notice of removal, the Required Lenders shall appoint a successor Administrative Agent and Collateral Agent (which shall be a commercial bank or trust company with offices in the U.S. having combined capital and surplus in excess of $1,000,000,000) with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if Borrower at all times other than during the existence of an Event of Default under any of Section 10.1(a8.1(a) or Section 8.1(f) (with respect to the Borrower), (e), (f) which consent shall not be unreasonably withheld or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000delayed. If no such successor agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within thirty days following the resignation or removal of the resignation Administrative Agent and Collateral Agent, then (a) in the case of any Appointed Agentresignation, such Appointed the resigning Administrative Agent and Collateral Agent may appoint (but without shall not be obligated to), on behalf of the need Lenders and the Issuing Lenders, appoint a successor Administrative Agent and Collateral Agent meeting the qualifications set forth above (including, for the avoidance of doubt, the consent of the BorrowerBorrower to the extent required above) or (b) in the case of a removal, the Borrower may, after consulting with the Required Lenders, appoint a successor agent Administrative Agent and Collateral Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation or removal shall become effective in accordance with such notice on such effective date, where (i) the retiring or removed Administrative Agent and Collateral Agent shall be discharged from among its duties and obligations hereunder and under the Lendersother Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders or the Issuing Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent and Collateral Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent or Collateral Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent or Collateral Agent shall instead be made by or to each Lender and Issuing Lender directly (and each Lender and each Issuing Lender will cooperate with the Borrower to enable the Borrower to take such actions), until such time, if any, as the Required Lenders or the Borrower, as applicable, appoint a successor Administrative Agent and Collateral Agent as provided for above. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxAdministrative Agent and Collateral Agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Administrative Agent and the term “Appointed Collateral Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers or removed Administrative Agent and duties as an Appointed Collateral Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Loan Documents (other than its obligations under Section 10.14 hereof). The fees payable by the Borrower to a successor Administrative Agent and Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed among the Borrower and such successor. After any retiring Appointed an Administrative Agent’s and Collateral Agent’s resignation or removal hereunder as an Appointed Agentand under the other Loan Documents, the provisions of this Article XIII Section 9 and Section 14.10 10.5 shall continue to inure to in effect for the benefit of such retiring or removed Administrative Agent and Collateral Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent and Collateral Agent was acting as Administrative Agent and Collateral Agent. Notwithstanding anything to the contrary herein, no Disqualified Institution (nor any Affiliate thereof) may be appointed as a successor Administrative Agent or Collateral Agent. (b) Any resignation by, or removal of, CS, as Administrative Agent pursuant to this Section 9.8 shall also constitute its resignation as an Issuing Lender. If CS resigns as an Issuing Lender, it while it was shall retain all the rights, powers, privileges and duties of an Appointed Agent Issuing Lender hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Lender and all L/C Obligations with respect thereto, including the right to require the Lenders to make Loans or fund risk participations in unreimbursed amounts pursuant to Section 3.4. Upon the appointment by the Borrower of a successor Issuing Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender and (b) the retiring Issuing Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Loan Documents, and (c) the successor Issuing Lender 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 Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Agents. Each Appointed Agent may resign at any time give notice of its resignation to the Lenders, the L/C Issuer and Parent. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the reasonable consent of Parent so long as no Event of Default under Section 7.01(h) or (i) is continuing, to appoint a successor, which shall be a bank with an Appointed office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent upon at least 30 days’ prior gives notice to of its resignation (or such earlier date as shall be agreed by the Required Lenders, the “Resignation Effective Date”), then the retiring Agent may, on behalf of the Lenders and the Borrower. In L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that (a) in no event any Appointed shall such successor Agent sells all of its Loans and/or Commitments as part of be a sale, transfer Defaulting Lender or other disposition by Ineligible Institution and (b) whether or not a successor has been appointed such Appointed Agent of substantially all of its loan portfolio, resignation shall become effective in accordance with such Appointed notice on the Resignation Effective Date and (1) the retiring Agent shall resign as an Appointed Agent be discharged from its duties and such purchaser or transferee shall become obligations hereunder and under the successor Appointed Agent hereunder. In other Loan Documents (except in the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request case of the Borrower Collateral Agent holding collateral security on behalf of any Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the Required Lenders. Subject to the foregoingL/C Issuer directly, if an Appointed Agent resigns or is removed under this Agreement, until such time as the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets Agent as provided for above in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for the consent of the Borrower) a successor agent from among the Lendersthis Section. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxan Agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed (or retired) Agent and (other than any rights to indemnity payments or other amounts owed to the term “Appointed Agent” shall mean such successor agent retiring Administrative Agent as of the Resignation Effective Date), and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed Agent’s resignation hereunder as an Appointed Agentand under the other Loan Documents, the provisions of this Article XIII VIII and Section 14.10 9.05 shall continue to inure to in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them (i) while it the retiring Agent was acting as an Appointed Agent and (ii) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent. Any resignation by Truist Bank as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swingline Lender. The retiring L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations under this Agreementthe Loan Documents. Upon such resignation, Truist Bank shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to fund risk participations in Unreimbursed L/C Disbursements pursuant to Section 2.05(e)). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Xxxxxxxxx Xxxxxx and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. Each Appointed (a) The Administrative Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders Lenders, the L/C Issuer and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (shall have the right, to appoint a successor, which shall be a bank with an office in the prior consent United States, or an Affiliate of any such bank with an office in the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agentUnited States, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (with respect to the Borrower) (which consent of the Borrower shall not be unreasonably withheld or delayed). 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 (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) and (g) (which consent of the Borrower shall not be unreasonably withheld or delayed), meeting the qualifications set forth above; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Borrower and/or the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, appoint a successor, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) and (g) (which consent of the Borrower shall not be unreasonably withheld or a commercial bankdelayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), commercial finance company or other asset based lender having total assets then such removal shall nonetheless become effective in excess of $5,000,000,000accordance with such notice on the Removal Effective Date. If no successor agent is appointed by the Required Lenders pursuant to this Section 9.08(b) prior to the effective date of that is ten (10) Business Days following the resignation of any Appointed AgentRemoval Effective Date, such Appointed Agent the Borrower may appoint (but without appoint, after consulting with the need for the consent of the Borrower) Required Lenders, a successor agent from among the LendersLenders (other than any Sponsor Affiliated Lender). (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer 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 (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required 174 (d) Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance If Bank of its appointment America resigns as successor agent xxxxxxxxxan L/C Issuer, such successor agent it shall succeed to retain all the rights, powers powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c). Upon the appointment by the Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Appointed Agent and the term “Appointed Agent” shall mean such successor agent and L/C Issuer or Swing Line Lender, as applicable, (b) the retiring Appointed Agent’s appointment, powers L/C Issuer and duties as an Appointed Agent Swing Line Lender shall be terminated. After any retiring Appointed Agent’s resignation discharged from all of their respective duties and obligations hereunder as an Appointed Agentor under the other Loan Documents, and (c) the provisions successor L/C Issuer shall issue letters of this Article XIII and Section 14.10 shall continue credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to inure Bank of America to its benefit as effectively assume the obligations of Bank of America with respect to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreementsuch Letters of Credit.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the BorrowerHoldings. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under Sections 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of Section 10.1(aits resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (eincluding receipt of the Borrower’s consent), (f) ; provided that if the Administrative Agent or (g) has occurred the Collateral Agent shall notify the Borrower and is continuing) shall appoint from among the Lenders a successor agentthat no qualifying Person has accepted such appointment, which successor then such resignation shall nonetheless become effective in accordance with such notice. (b) [Reserved]. (c) With effect from the Resignation Effective Date (1) the retiring or removed agent shall be a Lender or a commercial bank, commercial finance company or discharged from its duties and obligations hereunder and under the other asset based lender having total assets Credit Documents (except that in excess the case of $5,000,000,000. If no successor agent is appointed prior to any collateral security held by the effective date Collateral Agent on behalf of the resignation of Lenders under any Appointed Agent, such Appointed Agent may appoint (but without the need for the consent of the Borrower) Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor agent from among Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring or removed 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 its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) or removed Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Credit Suisse AG as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Credit Suisse AG as the Collateral Agent. The fees payable by Holdings or the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings or Borrower and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed 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 or removed Agent was acting as an Appointed Agent under this AgreementAgent.

Successor Agents. Each Appointed (a) Subject to the terms of this Section 12.05, each Agent may resign as an Appointed Agent may, upon at least 30 thirty (30) days’ prior notice to the Lenders and the Borrower, resign as Administrative Agent or Collateral Agent, as applicable. In If an Agent shall resign, then the event Required Xxxxxxx shall appoint a successor agent. If for any Appointed Agent sells all reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of its Loans and/or Commitments as part notice of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolioresignation, such Appointed Agent may appoint a successor agent. The appointment of any successor Agent shall resign as an Appointed Agent and such purchaser or transferee shall become be subject to the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request prior written consent of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreement, the Required Lenders (with the prior which consent of the Borrower, such consent shall not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(aor delayed), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for ; provided that the consent of the BorrowerBorrower to any such appointment shall not be required if (i) a Default or Event of Default shall have occurred and is continuing or (ii) if such successor agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be effective upon the appointment of a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Appointed Agent and the term “Appointed Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminatedthis Section 12.05. After the effectiveness of any retiring Appointed Agent’s resignation hereunder as an Appointed Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article XIII and Section 14.10 XII shall continue to inure to in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreement and under the other Facility Documents. If no successor Collateral Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within sixty days after giving of notice of resignation by the Collateral Agent, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. (a) Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Successor Agents. (a) Each Appointed of the Administrative Agent and Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior notice to any time by notifying the other Agent, the Lenders and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if such Agent shall notify the Borrower and the Lenders that no qualifying Person (including as a result of the absence of consent not of the Borrower) has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (x) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured Parties under any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (y) all payments, communications and determinations provided to be required if made by, to or through such Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders with (except after the occurrence and during the continuation of an Event of Default under any of Section 10.1(a), (e), (f11.1 or 11.5) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for the consent of the BorrowerBorrower (not to be unreasonably withheld) a appoint successor agent from among the LendersAgents as provided for above in this paragraph. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed Agent’s resignation hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Appointed Agent under this AgreementAgent. (b) [Reserved].

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least any time give 30 days’ prior written notice of its resignation to the Lenders Lenders, the Letter of Credit Issuer and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under Section 11.1 or 11.5 (with respect to the Borrower) is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States (in each case, other than any Disqualified Lender) and in each case such successor shall be a person eligible to assume primary responsibility for U.S. federal tax withholding with respect to payments received on behalf of the Lenders pursuant to Treasury Regulations Section 10.1(a), (e), (f1.1441-1(b)(2)(ii) or (giv) has occurred or as a result of being a “qualified intermediary,” and is continuing) such successor shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets provide documentation demonstrating such status in excess of $5,000,000,000accordance with Section 5.4(e)(iv). If no such successor agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. It is appointed prior understood and agreed that in no event shall a Disqualified Lxxxxx be the successor Administrative Agent or the successor Collateral Agent. (b) If the Person serving as the Administrative Agent is a Defaulting Lender, the Required Lenders or the Borrower may, in each case, to the effective date extent permitted by applicable law, by notice in writing to, in the case of a notice from the resignation Required Lenders, the Borrower, or, in the case of any Appointed a notice from the Borrower, the Required Lenders, and, in each case, such Person, remove such Person as the Administrative Agent, and, if such Appointed Agent may appoint appointment is by the Required Lenders (but without as opposed to the need for Borrower), with the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 (with respect to the Borrower) is continuing or, if such appointment is by the Borrower, with the consent of the Required Lenders (not to be unreasonably withheld or delayed), 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 (in each case, other than any Disqualified Lender) and in each case such successor shall be a person eligible to assume primary responsibility for U.S. federal tax withholding with respect to payments received on behalf of the Lenders pursuant to Treasury Regulations Section 1.1441-1(b)(2)(ii) or (iv) or as a result of being a “qualified intermediary,” and such successor shall provide documentation demonstrating such status in accordance with Section 5.4(e)(iv). If no such successor shall have been so appointed by the Required Lenders or the Borrower (with the consent of the Borrower or the Required Lenders, as applicable, as required above) and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders and the Borrower) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall be discharged from among its duties and obligations hereunder (other than its obligations under Section 13.16) and under the Lendersother Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Letter of Credit Issuers under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the retiring or removed Administrative Agent shall instead be made by or to each Lender or each Letter of Credit Issuer directly, until such time as the Required Lenders or the Borrower, as applicable, appoint a successor Agent as provided for above in this paragraph (and otherwise subject to the terms in this Section 12.9). Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) or removed Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from all of its duties and obligations hereunder (other than its obligations under Section 13.16) or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Jefferies as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of such Person as the Collateral Agent. The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor (other than appropriate pro rata reductions for partial periods). After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed 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 or removed Agent was acting as an Appointed Agent. (d) Any resignation by or removal of the Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation or removal as Swingline Lender and Withholding Agent (if applicable); provided that a resignation or removal of the Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation or removal as Swingline Lender only so long as a Lender has agreed to be appointed as a successor Swingline Lender and to assume a Swingline Commitment equal to or greater than the Swingline Commitment of the resigning or removed Swingline Lender; provided, further, that, for the avoidance of doubt, any such appointment shall not be a condition to any resignation by or removal of the Administrative Agent in its capacity as such pursuant to this Section 12.9. Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder in accordance with this Section 12.9, (a) such successor shall become the Withholding Agent, (b) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swingline Lender unless another Lxxxxx has agreed to assume the Swingline Commitment of the resigning or removed Swingline Lender and (c) the retiring Swingline Lxxxxx shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Credit Documents.

Successor Agents. Each Appointed (a) (i) The Administrative Agent may resign as an Appointed the Administrative Agent upon at least 30 thirty (30) days’ prior notice to the Lenders Canadian Agent, the Co-Collateral Agents, the U.S. Borrower and the Borrower. In Lenders (or, if the event any Appointed Administrative Agent sells all of its Loans and/or Commitments as part has become the subject of a salebankruptcy or insolvency proceeding, transfer or other disposition by has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser proceeding or transferee shall appointment or has a parent company that has become the successor Appointed Agent hereunder. In subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Administrative Agent may be removed at the reasonable request of any time thereafter by an instrument or concurrent instruments in writing delivered to the Borrower and the Administrative Agent and signed by the Required Lenders). Subject to If the foregoing, if an Appointed Administrative Agent resigns shall resign (or is removed be removed) as the Administrative Agent under this AgreementAgreement and the other Loan Documents, then the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders (unless no Lender is willing to act as the Administrative Agent, in which case the Administrative Agent may be any Person approved by the Required Lenders) a successor agentAdministrative Agent for the Lenders, which successor agent Administrative Agent shall be a Lender or a commercial bankapproved by the U.S. Borrower and the Canadian Agent (which approval shall, commercial finance company or other asset based lender having total assets in excess each case, not be unreasonably withheld and shall not be required during the continuance of $5,000,000,000. If no successor agent is appointed prior to the effective date an Event of the resignation of any Appointed AgentDefault), such Appointed Agent may appoint (but without the need for the consent of the Borrower) a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, whereupon such successor agent Administrative Agent shall succeed to all the rights, powers and duties of the retiring Appointed Administrative Agent and the term “Appointed Administrative Agent” shall mean such successor agent Administrative Agent effective upon such appointment and approval, and the retiring Appointed former Administrative Agent’s appointmentrights, powers and duties as an Appointed Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans or other Obligations. After any retiring Appointed Administrative Agent’s resignation hereunder (or removal) as an Appointed Administrative Agent, the provisions of this Article XIII and Section 14.10 10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appointed Administrative Agent under this AgreementAgreement and the other Loan Documents. If no successor Administrative Agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Administrative Agent hereunder and under the other Loan Documents until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agents. Each Appointed The Syndication Agent may resign as an Appointed at any time upon one Business Days' prior notice thereof to Company and Administrative Agent. Administrative Agent upon may resign at least any time by giving 30 days’ ' prior written notice thereof to the Syndication Agent, Lenders and the Borrower. In the event any Appointed Agent sells all of its Loans and/or Commitments as part of a saleCompany, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Administrative Agent may be removed at the reasonable request of the Borrower any time with or without cause by an instrument or concurrent instruments in writing delivered to Company and the Required Administrative Agent and signed by Requisite Lenders. Subject Upon any such notice of resignation of Syndication Agent or Administrative Agent or any such removal of Administrative Agent, Requisite Lenders shall have the right, upon five Business Days' notice to the foregoingCompany, if an Appointed Agent resigns or is removed under this Agreement, the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender Syndication Agent or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Administrative Agent, such Appointed Agent as the case may appoint (but without the need for the consent of the Borrower) a successor agent from among the Lendersbe. Upon the acceptance of its any appointment as Administrative Agent or Syndication Agent, as the case may be, hereunder by a successor agent xxxxxxxxxAdministrative Agent or Syndication Agent, such as the case may be, that successor agent Administrative Agent or Syndication Agent, as the case may be, shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Appointed or removed Administrative Agent and or Syndication Agent, as the term “Appointed Agent” shall mean such successor agent case may be, and the retiring Appointed or removed Administrative Agent or Syndication Agent’s appointment, powers and duties as an Appointed Agent the case may be, shall be terminateddischarged from its duties and obligations under this Agreement. After any retiring Appointed or removed Administrative Agent’s 's or Syndication Agent's resignation or removal hereunder as an Appointed Administrative Agent or Syndication Agent, as the case may be, the provisions of this Article XIII and Section 14.10 9 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appointed Administrative Agent or Syndication Agent, as the case may be, under this Agreement.

Successor Agents. Each Appointed (a) Subject to the terms of this Section 12.05, each Agent may resign as an Appointed Agent may, upon at least 30 thirty (30) days’ prior notice to the Lenders and the Borrower, resign as Administrative Agent or Collateral Agent, as applicable. In If an Agent shall resign, then the event Required Lenders shall appoint a successor agent. If for any Appointed Agent sells all reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of its Loans and/or Commitments as part notice of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolioresignation, such Appointed Agent may appoint a successor agent. The appointment of any successor Agent shall resign as an Appointed Agent and such purchaser or transferee shall become be subject to the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request prior written consent of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreement, the Required Lenders (with the prior which consent of the Borrower, such consent shall not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(aor delayed), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for ; provided that the consent of the BorrowerBorrower to any such appointment shall not be required if (i) a Default or Event of Default shall have occurred and is continuing or (ii) if such successor agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be effective upon the appointment of a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Appointed Agent and the term “Appointed Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminatedthis Section 12.05. After the effectiveness of any retiring Appointed Agent’s resignation hereunder as an Appointed Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article XIII and Section 14.10 XII shall continue to inure to in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreement and under the other Facility Documents. If no successor Collateral Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within sixty days after giving of notice of resignation by the Collateral Agent, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. (a) Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Successor Agents. Each Appointed (a) The Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under any of Section 10.1(a), (e), (f) 11.1 or (g) has occurred and 11.5 is continuing) shall , to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank with an office in the United States, or a commercial bank, commercial finance company or other asset based lender having total assets an Affiliate of any such bank with an office in excess of $5,000,000,000the United States. If no such successor agent is shall have been so appointed prior by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b) If the Person serving as the Administrative Agent becomes subject to an Agent-Related Distress Event, the Required Lenders may to the effective date of the resignation of any Appointed Agentextent permitted by applicable law, such Appointed Agent may appoint (but without the need for subject to the consent of the Borrower (not to be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person remove such Person as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor agent from among Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring or removed 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 its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) or removed Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Royal Bank of Canada as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Royal Bank of Canada as the Collateral Agent. The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed 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 or removed Agent was acting as an Appointed Agent under this AgreementAgent. (d) [reserved].

Successor Agents. Each Appointed (a) The Administrative Agent may resign as an Appointed Administrative Agent upon at least 30 days’ prior notice to the Lenders (or be removed as Administrative Agent as contemplated by and pursuant to Section 9.09(b) below); provided that any such resignation by, or removal of, the Borrower. In Administrative Agent shall also constitute its resignation or removal as the event any Appointed Collateral Agent sells all of its Loans and/or Commitments and as part of a sale, transfer or other disposition an L/C Issuer (if applicable) (unless otherwise agreed to by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign resigning or removed Administrative Agent) and as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunderSwing Line Lender. In If the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Administrative Agent resigns or is removed under this Agreement, the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor administrative agent, collateral agent and l/c issuer (if applicable) for the Lenders which successor administrative agent shall be a Lender consented to by the Borrower Representative at all times other than during the existence of an Event of Default (which consent of the Borrower Representative shall not be unreasonably withheld or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000delayed). If no successor administrative agent is appointed prior to the effective date of the resignation or removal of any Appointed the Administrative Agent, such Appointed the Administrative Agent may appoint (but without appoint, after consulting with the need for Lenders and the consent of the Borrower) Borrower Representative, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent xxxxxxxxxhereunder, (i) the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Appointed or removed Administrative Agent and the retiring Swing Line Lender, (ii) such successor administrative agent shall become an “L/C Issuer” and shall have all the rights, powers and duties of an “L/C Issuer” (if the retiring or removed Administrative Agent was an L/C Issuer), (iii) the respective terms “Administrative Agent,” “Swing Line Lender” and “L/C Issuer” (if applicable) shall mean or include, as applicable, such successor administrative agent, successor swing line lender and new Letter of Credit issuer, (iv) the resigning or removed L/C Issuer (if applicable) shall remain a party to the Credit Agreement and shall continue to have all the rights and obligations of an “L/C Issuer” under the Credit Agreement and the other Loan Documents with respect to each Letter of Credit issued by such L/C Issuer and outstanding at such time of resignation (including, without limitation, the right to receive fronting fees pursuant to Section 2.04(j) (Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer)) but shall not be required to issue new (or renew or extend existing) Letters of Credit, (v) the term “Appointed Collateral Agent” shall mean such successor agent be deemed to be references to the Administrative Agent and (vi) the retiring Appointed or removed Administrative Agent’s appointment, powers and duties as an Appointed Administrative Agent shall be terminated and the Swing Line Lender’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring or removed Swing Line Lender or any other Lender. After any retiring Appointed or removed Administrative Agent’s resignation hereunder as an Appointed Administrative Agent, L/C Issuer and Swing Line Lender, the provisions of this Article XIII IX (Agents) and Section 14.10 Sections 10.04 (Attorney Costs, Expenses and Taxes) and 10.05 (Indemnification by the Borrowers; Limitation of Liability) shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appointed Administrative Agent, L/C Issuer or Swing Line Lender, as the case may be, under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation (or a notice from the Required Lenders to the Administrative Agent under Section 9.09(b) below of removal as Administrative Agent), the retiring Administrative Agent’s resignation or removal as Administrative Agent, Collateral Agent, L/C Issuer and Swing Line Lender shall nevertheless thereupon become effective (subject, in the case of removal, to the requirements of Sections 9.09(b) and 9.09(c)(ii) below) and the Lenders shall perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above; provided that, (x) in the case of any such resignation or removal as L/C Issuer, the provisions of clause (iv) of the preceding sentence shall apply and (y) in the case of any such resignation or removal as Swing Line Lender, the retiring or removed Swing Line Lender shall not be required to make additional Swing Line Loans hereunder and shall maintain all of its rights as a Swing Line Lender with respect to any Swing Line Loans made by it prior to the date of such resignation or removal. (b) If the Person serving as Administrative Agent is a Defaulting Lender, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower Representative and such Person, remove such Person as Administrative Agent and, as provided in Section 9.09(a) and, if applicable, Section 2.16(b), appoint a successor; provided that the Borrower Representative must also substitute a Substitute Institution for such Person, in its capacity as a Lender, in accordance with the requirements of Section 3.07(a) (and the Administrative Agent’s removal hereunder shall not be effective unless and until such substitution has occurred). (c) In connection with its resignation or removal as Administrative Agent under this AgreementSection 9.09, the resigning or removed Administrative Agent, shall reasonably cooperate with the Required Lenders, the US Borrower and any successor Administrative Agent in connection with such resignation or removal and succession, including executing and delivering, or causing to be executed and delivered, such instruments, documents and certificates, and taking such other action, all at the US Borrower’s expense, as may reasonably be necessary to effect the resignation or removal of the resigning or removed Administrative Agent and the appointment of the Successor Administrative Agent; provided that (i) the resigning or removed Administrative Agent shall not be required to take any acts or execute and documents, instruments or certificates that could expose it to any liability for which it is not indemnified hereunder and (ii) no resignation or removal of the Administrative Agent shall be effective unless and until it has received payment in full in cash of all fees, costs and expenses owing to it, in its capacity as Administrative Agent, under this Agreement and the other Loan Documents.

Successor Agents. Each Appointed The Administrative Agent may resign as an Appointed the Administrative Agent and Collateral Agent upon at least 30 thirty (30) days’ prior notice to the Lenders and the Borrower. In , and the event any Appointed Revolver Agent sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall may resign as an Appointed the Revolver Agent and such purchaser or transferee shall become upon thirty (30) days’ notice to the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower Revolving Credit Lenders and the Required LendersBorrower. Subject to If the foregoing, if an Appointed Collateral Agent resigns or is removed under this Agreement, the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agentagent for the Lenders, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be a Lender unreasonably withheld or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000delayed). If no successor agent is appointed prior to the effective date of the resignation of any Appointed the Collateral Agent, such Appointed the Collateral Agent may appoint (but without appoint, after consulting with the need for the consent of Lenders and the Borrower) , a successor agent from among the Lenders. Upon If the Administrative Agent resigns under this Agreement, the Required Term Lenders shall appoint from among the Lenders a successor agent for the Lenders, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Term Lenders and the Borrower, a successor agent from among the Lenders. If the Revolver Agent resigns under this Agreement, the Required Revolving Credit Lenders shall appoint from among the Revolving Credit Lenders a successor agent for the Revolving Credit Lenders, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Revolver Agent, the Revolver Agent may appoint, after consulting with the Revolving Credit Lenders and the Borrower, a successor agent from among the Revolving Credit Lenders. In each case, upon the acceptance of its appointment as successor agent xxxxxxxxxhereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Administrative Agent, Collateral Agent or Revolver Agent, as applicable and the term “Appointed Collateral Agent”, “Administrative Agent” or “Revolver Agent”, as applicable, shall mean such successor collateral agent, administrative agent or revolver agent and/or supplemental administrative agent, as the case may be (and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)), and the retiring Appointed Agent’s appointment, powers and duties as an Appointed the applicable Agent shall be terminated. After any the retiring Appointed Agent’s resignation hereunder as an Appointed the applicable Agent, the provisions of this Article XIII IX and Section 14.10 10.04 and Section 10.05 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appointed the applicable Agent under this Agreement. If no successor agent has accepted appointment as the applicable Agent by the date which is thirty (30) days following the retiring applicable Agent’s notice of resignation, the retiring applicable Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the applicable Agent hereunder until such time, if any, as the Required Lenders, Required Term Lenders or the Required Revolving Credit Lenders, as applicable, appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the applicable Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to any mortgages, and such other security agreements, instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the applicable Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring applicable Agent, and the retiring applicable Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents.

Successor Agents. (a) Each Appointed of the Administrative Agent and Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior notice to any time by notifying the other Agent, the Lenders and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if such Agent shall notify the Borrower and the Lenders that no qualifying Person (including as a result of the absence of consent not of the Borrower) has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (x) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured Parties under any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (y) all payments, communications and determinations provided to be required if made by, to or through such Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders with (except after the occurrence and during the continuation of an Event of Default under any of Section 10.1(a), (e), (f11.1 or 11.5) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for the consent of the BorrowerBorrower (not to be unreasonably withheld) a appoint successor agent from among the LendersAgents as provided for above in this paragraph. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed Agent’s resignation hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Appointed Agent under this AgreementAgent.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the BorrowerHoldings. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under Sections 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of Section 10.1(aits resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (eincluding receipt of the Borrower’s consent); provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b) [reserved] (c) With effect from the Resignation Effective Date, (f1) the retiring or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor removed agent shall be a Lender or a commercial bank, commercial finance company or discharged from its duties and obligations hereunder and under the other asset based lender having total assets Credit Documents (except that in excess the case of $5,000,000,000. If no successor agent is appointed prior to any collateral security held by the effective date Collateral Agent on behalf of the resignation of Lenders under any Appointed Agent, such Appointed Agent may appoint (but without the need for the consent of the Borrower) Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor agent from among Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring or removed 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 its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) or removed Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Xxxxxx Xxxxxxx Senior Funding, Inc. as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Xxxxxx Xxxxxxx Senior Funding, Inc. as the Collateral Agent. The fees payable by Holdings or the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings or Borrower and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed 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 or removed Agent was acting as an Appointed Agent under this AgreementAgent.

Successor Agents. Each Appointed Agent may resign at any time give notice of its resignation to the Lenders, the L/C Issuer and Parent. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the reasonable consent of Parent so long as no Event of Default under Section 7.01(h) or (i) is continuing, to appoint a successor, which shall be a bank with an Appointed office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent upon at least 30 days’ prior gives notice to of its resignation (or such earlier date as shall be agreed by the Required Lenders, the “Resignation Effective Date”), then the retiring Agent may, on behalf of the Lenders and the Borrower. In L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that (a) in no event any Appointed shall such successor Agent sells all of its Loans and/or Commitments as part of be a sale, transfer Defaulting Lender or other disposition by Ineligible Institution and (b) whether or not a successor has been appointed such Appointed Agent of substantially all of its loan portfolio, resignation shall become effective in accordance with such Appointed notice on the Resignation Effective Date and (1) the retiring Agent shall resign as an Appointed Agent be discharged from its duties and such purchaser or transferee shall become obligations hereunder and under the successor Appointed Agent hereunder. In other Loan Documents (except in the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request case of the Borrower Collateral Agent holding collateral security on behalf of any Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and the Required Lenders. Subject to the foregoingL/C Issuer directly, if an Appointed Agent resigns or is removed under this Agreement, until such time as the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets Agent as provided for above in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for the consent of the Borrower) a successor agent from among the Lendersthis Section. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxan Agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed (or retired) Agent and (other than any rights to indemnity payments or other amounts owed to the term “Appointed Agent” shall mean such successor agent retiring Administrative Agent as of the Resignation Effective Date), and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed Agent’s resignation hereunder as an Appointed Agentand under the other Loan Documents, the provisions of this Article XIII VIII and Section 14.10 9.05 shall continue to inure to in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them (i) while it the retiring Agent was acting as an Appointed Agent and (ii) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swingline Lender. The retiring L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations under this Agreementthe Loan Documents. Upon such resignation, Bank of America shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to fund risk participations in Unreimbursed L/C Disbursements pursuant to Section 2.05(e)). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swingline Lender and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. Each Appointed of the Administrative Agent and Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior notice to any time by notifying the Lenders other Agent, the Lenders, the Letter of Credit Issuers and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld or delayed), 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 Xxxxxxx and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Letter of Credit Issuers, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if such Agent shall notify the Borrower and the Lenders that no qualifying Person (including as a result of the absence of consent not of the Borrower) has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (x) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured Parties under any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (y) all payments, communications and determinations provided to be required if made by, to or through such Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders with (except after the occurrence and during the continuation of an Event of Default under any of Section 10.1(a), (e), (f11.1 or 11.5) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for the consent of the BorrowerBorrower (not to be unreasonably withheld) a appoint successor agent from among the LendersAgents as provided for above in this paragraph. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed Agent’s resignation hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Appointed Agent under this AgreementAgent.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under any of Section 10.1(a), (e), (f) Sections 11.1 or (g) has occurred and 11.5 is continuing) shall , to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank with an office in the United States, or a commercial bank, commercial finance company or an Affiliate of any such bank with an office in the United States (other asset based lender having total assets in excess of $5,000,000,000than any Disqualified 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 Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent) after consulting with the Lenders; provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and the Required Lenders shall appoint a Lender to perform all of the duties of the Agent hereunder until such time as the Lenders shall appoint a successor agent is appointed prior as provided for above. (b) At any time and from time to time, with or without cause, the Required Lenders may to the effective date of the resignation of any Appointed Agentextent permitted by applicable law, such Appointed Agent may appoint (but without the need for subject to the consent of the Borrower (not to be unreasonably withheld or delayed), by notice in writing to the Borrower and the Person then acting as Administrative Agent (or Collateral Agent) remove such Person as the Administrative Agent (or Collateral Agent, as applicable) and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders and the Borrower) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date, (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor agent from among Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring or removed 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 (and otherwise subject to the terms above). Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed (or retired) or removed Agent. Except as provided above, any resignation or removal of WT as the Administrative Agent and pursuant to this Section 12.9 shall also constitute the term “Appointed resignation or removal of WT as the Collateral Agent” shall mean . The fees payable by the Borrower (following the effectiveness of such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed ) to such Agent shall be terminatedthe same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed 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 or removed Agent was acting as an Appointed Agent under this AgreementAgent.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the Borrower. In Upon receipt of any such notice of resignation, the event Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld, delayed or conditioned) so long as no Specified Event of Default is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any Appointed such bank with an office in the United States, or to the extent the Required Lenders have not designated a replacement agent within ten (10) Business Days of receipt of notice of such resignation, the Borrower shall have the right to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent sells all gives notice of its Loans and/or Commitments as part resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a sale, transfer successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if the Administrative Agent or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed the Collateral Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of notify the Borrower and the Required Lenders. Subject Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b) [Reserved]. (c) With effect from the Resignation Effective Date, (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the foregoingretiring Administrative Agent shall instead be made by or to each Lender directly, if an Appointed Agent resigns or is removed under this Agreement, until such time as the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need as provided for the consent of the Borrower) a successor agent from among the Lendersabove. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation of Citibank, N.A. as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation of Citibank, N.A. as the Collateral Agent. The fees payable by Holdings or the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings or the Borrower and such successor. After any the retiring Appointed Agent’s resignation hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Appointed Agent under this AgreementAgent. (d) [Reserved].

Successor Agents. Each Appointed (a) Subject to the terms of this Section 12.05, each Agent may resign as an Appointed Agent may, upon at least 30 thirty (30) days’ prior notice to the Lenders and the Borrower, resign as Administrative Agent or Collateral Agent, as applicable. In If an Agent shall resign, then the event Majority Lenders shall appoint a successor agent. If for any Appointed Agent sells all reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of its Loans and/or Commitments as part notice of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolioresignation, such Appointed Agent may appoint a successor agent. The appointment of any successor Agent shall resign as an Appointed Agent and such purchaser or transferee shall become be subject to the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request prior written consent of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreement, the Required Lenders (with the prior which consent of the Borrower, such consent shall not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(aor delayed), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for ; provided that the consent of the BorrowerBorrower to any such appointment shall not be required if (i) a Default or Event of Default shall have occurred and is continuing or (ii) if such successor agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be effective upon the appointment of a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Appointed Agent and the term “Appointed Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminatedthis Section 12.05. After the effectiveness of any retiring Appointed Agent’s resignation hereunder as an Appointed Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article XIII and Section 14.10 XII shall continue to inure to in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreement and under the other Facility Documents. If no successor Administrative Agent or Collateral Agent, as applicable, shall have been appointed and an instrument of acceptance by a successor Administrative Agent or Collateral Agent, as applicable, shall not have been delivered to the Administrative Agent or Collateral Agent, as applicable, within sixty days after giving of notice of resignation by the Administrative Agent or Collateral Agent, as applicable, the resigning Administrative Agent or Collateral Agent, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent or Collateral Agent, as applicable. (b) Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to all or substantially all of the corporate trust business of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Successor Agents. Each Appointed The Administrative Agent may resign as an Appointed the Administrative Agent and Collateral Agent upon at least 30 thirty (30) days’ prior notice to the Lenders and the Borrower. In , and the event any Appointed Revolver Agent sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall may resign as an Appointed the Revolver Agent and such purchaser or transferee shall become upon thirty (30) days’ notice to the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower Revolving Credit Lenders and the Required LendersBorrower. Subject to If the foregoing, if an Appointed Collateral Agent resigns or is removed under this Agreement, the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agentagent for the Lenders, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be a Lender unreasonably withheld or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000delayed). If no successor agent is appointed prior to the effective date of the resignation of any Appointed the Collateral Agent, such Appointed the Collateral Agent may appoint (but without appoint, after consulting with the need for the consent of Lenders and the Borrower) , a successor agent from among the Lenders. Upon If the Administrative Agent resigns under this Agreement, the Required Xxxx Xxxxxxx shall appoint from among the Lenders a successor agent for the Lenders, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Xxxx Xxxxxxx and the Borrower, a successor agent from among the Lenders. If the Revolver Agent resigns under this Agreement, the Required Revolving Credit Lenders shall appoint from among the Revolving Credit Lenders a successor agent for the Revolving Credit Lenders, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Revolver Agent, the Revolver Agent may appoint, after consulting with the Revolving Credit Lenders and the Borrower, a successor agent from among the Revolving Credit Lenders. In each case, upon the acceptance of its appointment as successor agent xxxxxxxxxhereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Administrative Agent, Collateral Agent or Revolver Agent, as applicable and the term “Appointed Collateral Agent”, “Administrative Agent” or “Revolver Agent”, as applicable, shall mean such successor collateral agent, administrative agent or revolver agent and/or supplemental administrative agent, as the case may be (and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)), and the retiring Appointed Agent’s appointment, powers and duties as an Appointed the applicable Agent shall be terminated. After any the retiring Appointed Agent’s resignation hereunder as an Appointed the applicable Agent, the provisions of this Article XIII IX and Section 14.10 10.04 and Section 10.05 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appointed the applicable Agent under this Agreement. If no successor agent has accepted appointment as the applicable Agent by the date which is thirty (30) days following the retiring applicable Agent’s notice of resignation, the retiring applicable Agent’s resignation shall nevertheless thereupon become effective and the applicable Lenders shall perform all of the duties of the applicable Agent hereunder until such time, if any, as the Required Lenders, Required Term Lenders or the Required Revolving Credit Lenders, as applicable, appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the applicable Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to any mortgages, and such other security agreements, instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the applicable Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring applicable Agent, and the retiring applicable Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under any of Section 10.1(a), (e), (f) 11.1 or (g) has occurred and 11.5 is continuing) shall , to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank with an office in the United States, or a commercial bank, commercial finance company or an Affiliate of any such bank with an office in the United States (other asset based lender having total assets in excess of $5,000,000,000than any Disqualified Lender). If no such successor agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b) If the Person serving as the Administrative Agent is appointed prior a Defaulting Lender pursuant to clause (v) of the definition of Lender Default, the Required Lenders may to the effective date of the resignation of any Appointed Agentextent permitted by applicable law, such Appointed Agent may appoint (but without the need for subject to the consent of the Borrower (not to be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person, remove such Person as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date(as applicable), (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor agent from among Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring or removed 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 (and otherwise subject to the terms above). Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) or removed Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Credit Suisse as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Credit Suisse as the Collateral Agent. The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed 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 or removed Agent was acting as an Appointed Agent under this AgreementAgent.

Successor Agents. Each Appointed An Agent may resign as an Appointed Agent upon at least 30 days’ prior any time by giving written notice thereof to the Lenders and the BorrowerCompany. In Upon any such resignation, the event any Appointed Company shall, with the consent of the Required Lenders, have the right to appoint a successor Agent sells all of its Loans and/or Commitments (which may be the other institution then acting as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent). If no successor Agent shall resign have been so appointed, and shall have accepted such appointment, within 60 days after the retiring Agent gives notice of resignation (the “Resignation Effective Date”), the retiring Agent may, on behalf of the Lenders, appoint a successor Agent (which may be the other institution then acting as Agent), which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000 (an “Eligible Successor Agent”); provided that if the retiring Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. If the Person serving as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes is a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreement, the Required Lenders (with may, to the prior consent of extent permitted by applicable law, by notice in writing to the Borrower, such consent not to be unreasonably withheld Company and such consent not to be required if an Event of Default under any of Section 10.1(a)Person, (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed remove such Person as Agent, such Appointed Agent may appoint (but without the need for and with the consent of the Borrower) Company, appoint a successor agent Agent that is an Eligible Successor Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. With effect from among the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Agent shall be discharged from its duties and obligations hereunder,(ii) all payments and communications provided to be made by, to or through such retiring or removed Agent, including under Section 5.01 hereof, shall instead be made by or to each Lender directly, and (iii) all determinations provided to be made by, to or through such retiring or removed Agent shall instead be made by the Required Lenders, in each case, until such time as the Required Lenders appoint a successor Agent as provided for in this Section. Upon the acceptance of its appointment as an Agent hereunder by a successor agent xxxxxxxxxAgent, such successor agent Agent shall thereupon succeed to and become vested with all the rights, powers rights and duties of the retiring Appointed Agent and the term “Appointed or removed Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from its duties and obligations hereunder as Agent (if not already discharged therefrom as provided in this Section). After any retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agent, the provisions of this Article XIII and Section 14.10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appointed Agent under this AgreementAgent.

Successor Agents. Each Appointed Agent may resign as an Appointed Agent upon at least 30 days’ prior notice to the Lenders and the Borrower. In the event any Appointed Agent (solely in the case where such Appointed Agent is also a Lender) sells all of its Term Loans and/or Term Loan Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent (solely in the case where such Appointed Agent is also a Lender) becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreement, the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based similar lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for the consent of the Borrower) a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Agent and the term “Appointed Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminated. After any retiring Appointed Agent’s resignation hereunder as an Appointed Agent, the provisions of this Article XIII and Section 14.10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreement.the

Successor Agents. Each Appointed (a) The Administrative Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the Borrower. In Borrowers (with a copy to the event any Appointed Agent sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower Collateral Administrator and the Required LendersMaster Collateral Agent). Subject to the foregoing, if an Appointed Agent resigns or is removed under this AgreementUpon receipt of any such notice of resignation, the Required Lenders (shall have the right, with the prior consent (provided no Event of Default has occurred and is continuing) of the Borrower, Borrowers (such consent not to be unreasonably withheld or delayed), 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 thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders with the consent of the Borrowers (such consent not to be required if an Event of Default under any of Section 10.1(aunreasonably withheld or delayed)) (the “Resignation Effective Date”), then the retiring Administrative Agent may (ebut shall not be obligated to), (f) or (g) has occurred and is continuing) shall in consultation with the Borrowers, on behalf of the Lenders, appoint from among the Lenders a successor agentAdministrative Agent meeting the qualifications set forth above. For the avoidance of doubt, which whether or not a successor agent Administrative Agent has been appointed, the retiring Administrative Agent’s resignation shall nonetheless become effective in accordance with such notice of resignation on the Resignation Effective Date. With effect from the Resignation Effective Date, (a) the retiring Administrative Agent shall be a Lender or a commercial bank, commercial finance company or discharged from its duties and obligations hereunder and under the other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior Loan Documents and (b) except for any indemnity payments owed to the effective date of the resignation of any Appointed retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such Appointed Agent may time, if any, as the Required Lenders appoint (but without the need for the consent of the Borrower) a successor agent from among the LendersAdministrative Agent as provided for above. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxAdministrative Agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Administrative Agent and (other than any rights to indemnity payments owed to the term “Appointed retiring Administrative Agent” shall mean such successor agent ), and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Administrative Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any the retiring Appointed Administrative Agent’s resignation hereunder as an Appointed Agentand under the other Loan Documents, the provisions of this Article XIII 8 and Section 14.10 10.04 shall continue to inure to 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 an Appointed acting as the Administrative Agent. (b) The Collateral Administrator may at any time resign at any time upon at least 30 days’ prior written notice to the Borrowers and the Administrative Agent; provided that, no resignation of the Collateral Administrator will be permitted unless a successor Collateral Administrator has been appointed. Promptly after receipt of notice of the Collateral Administrator’s resignation, the Administrative Agent shall promptly appoint a successor Collateral Administrator (which successor Collateral Administrator shall be reasonably acceptable to the Required Lenders and, so long as no Event of Default under Section 7.01(b), (f), (g) or (o) has occurred and is continuing, the Borrowers) by written instrument, copies of which instrument shall be delivered to the Borrowers, the Master Collateral Agent, the resigning Collateral Administrator and to the successor Collateral Administrator. In the event no successor Collateral Administrator shall have been appointed within 30 days after the giving of notice of such resignation, the Collateral Administrator may petition any court of competent jurisdiction to appoint a successor Collateral Administrator. The Administrative Agent upon at least 30 days’ prior written notice to the Collateral Administrator and the Borrowers, may with or without cause remove and discharge the Collateral Administrator or any successor Collateral Administrator thereafter appointed from the performance of its duties under this Agreement. Promptly after giving notice of removal of the Collateral Administrator, the Administrative Agent shall appoint, or petition a court of competent jurisdiction to appoint, a successor Collateral Administrator (which successor Collateral Administrator shall be reasonably acceptable to the Required Lenders and, so long as no Event of Default under Section 7.01(b), (f), (g) or (o) has occurred and is continuing, the Borrowers). Any such appointment shall be accomplished by written instrument and a copy shall be delivered to the Collateral Administrator and the successor Collateral Administrator, the Borrowers and the Master Collateral Agent. (c) The Master Collateral Agent may resign, and in any such event shall be replaced, in accordance with the terms of the Collateral Agency and Accounts Agreement. (d) In the event that the Collateral Custodian shall no longer have the deposit rating necessary for the Payment Account and Reserve Account to be Eligible Deposit Accounts, Loyalty Co shall be permitted to and shall promptly, and in any event within 30 days (as such deadline may be extended by the Collateral Administrator (acting at the direction of the Administrative Agent)) of (A) a Responsible Officer of American or Loyalty Co obtaining actual knowledge of such ratings change or (B) receipt by a Borrower of notice from the Administrative Agent of such ratings change, move the Payment Account and the Reserve Account, as applicable, to a depository institution (i) selected by Loyalty Co that that has the deposit rating necessary for the Payment Account and Reserve Account to be Eligible Deposit Accounts or (ii) that is otherwise approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned, or delayed), and will cause such depositary institution to execute an Account Control Agreement as soon as reasonably practicable thereafter.

Successor Agents. Each Appointed The Administrative Agent may resign as an Appointed the Administrative Agent and Collateral Agent upon at least 30 thirty (30) days’ prior notice to the Lenders and the Borrower. In , and the event any Appointed Revolver Agent sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall may resign as an Appointed the Revolver Agent and such purchaser or transferee shall become upon thirty (30) days’ notice to the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower Revolving Credit Lenders and the Required LendersBorrower. Subject to If the foregoing, if an Appointed Collateral Agent resigns or is removed under this Agreement, the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agentagent for the Lenders, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be a Lender unreasonably withheld or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000delayed). If no successor agent is appointed prior to the effective date of the resignation of any Appointed the Collateral Agent, such Appointed the Collateral Agent may appoint (but without appoint, after consulting with the need for the consent of Lenders and the Borrower) , a successor agent from among the Lenders. Upon If the Administrative Agent resigns under this Agreement, the Required Xxxx Xxxxxxx shall appoint from among the Lenders a successor agent for the Lenders, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Xxxx Xxxxxxx and the Borrower, a successor agent from among the Lenders. If the Revolver Agent resigns under this Agreement, the Required Revolving Credit Lenders shall appoint from among the Revolving Credit Lenders a successor agent for the Revolving Credit Lenders, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Revolver Agent, the Revolver Agent may appoint, after consulting with the Revolving Credit Lenders and the Borrower, a successor agent from among the Revolving Credit Lenders. In each case, upon the acceptance of its appointment as successor agent xxxxxxxxxhereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Administrative Agent, Collateral Agent or Revolver Agent, as applicable and the term “Appointed Collateral Agent”, “Administrative Agent” or “Revolver Agent”, as applicable, shall mean such successor collateral agent, administrative agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminated. After any retiring Appointed Agent’s resignation hereunder as an Appointed Agent, the provisions of this Article XIII and Section 14.10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreement.revolver agent and/or supplemental

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders Lenders, the Letter of Credit Issuer and the BorrowerHoldings. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under any of Section 10.1(a), (e), (f) Sections 11.1 or (g) has occurred and 11.5 is continuing) shall , to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank with an office in the United States, or a commercial bank, commercial finance company or other asset based lender having total assets an Affiliate of any such bank with an office in excess of $5,000,000,000the United States. If no such successor agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b) If the Person serving as the Administrative Agent is appointed prior a Defaulting Lender pursuant to clause (v) of the definition of Lender Default, the Required Lenders may to the effective date of the resignation of any Appointed Agentextent permitted by applicable law, such Appointed Agent may appoint (but without the need for subject to the consent of the Borrower (not to be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person remove such Person as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Letter of Credit Issuer under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor agent from among Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring or removed Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) or removed Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Gxxxxxx Sxxxx Bank USA as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Gxxxxxx Sachs Bank USA as the Collateral Agent. The fees payable by Holdings or the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings or Borrower and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed 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 or removed Agent was acting as an Appointed Agent. (d) Any resignation by or removal of Gxxxxxx Sxxxx Bank USA as the Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation or removal as Swingline Lender and its Affiliate’s or its resignation or removal, as applicable, as a Letter of Credit Issuer (if such Affiliate or Gxxxxxx Sachs Bank USA is a Letter of Credit Issuer). Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer and Swingline Lender, (b) the retiring Letter of Credit Issuer (if an Affiliate of Gxxxxxx Sxxxx Bank USA is a Letter of Credit Issuer or if Gxxxxxx Sachs Bank USA is a Letter of Credit Issuer) and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit issued by such Affiliate of the Administrative Agent or the Administrative Agent, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer (if an Affiliate of Gxxxxxx Sxxxx Bank USA or Gxxxxxx Sachs Bank USA is a Letter of Credit Issuer) to effectively assume the obligations of the retiring Letter of Credit Issuer (if an Affiliate or Gxxxxxx Sxxxx Bank USA or Gxxxxxx Sachs Bank USA is a Letter of Credit Issuer) with respect to such Letters of Credit.

Successor Agents. Each Appointed (a) Subject to the terms of this Section 11.05, each Agent may resign as an Appointed Agent may, upon at least 30 thirty (30) days’ prior notice to the Lenders and the Borrower, resign as Administrative Agent or the Collateral Agent, as applicable. In the event any Appointed Agent sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed If an Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lenderresign, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreement, then the Required Lenders shall appoint a successor agent. If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (with 30) days of notice of resignation, such Agent may appoint, or petition a court of competent jurisdiction at the Borrower’s expense to appoint, a successor agent; provided that no such successor agent may be a Defaulting Lender without the prior written consent of the Borrower, . (b) Any successor Administrative Agent and any successor Collateral Agent shall be a U.S. Person (within the meaning of Section 7701(a)(30) of the Code) and shall be a bank with an office in the United States of America or an Affiliate of such bank and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1 (as in effect on the date hereof). The appointment of any successor Agent shall be subject to the prior written consent of the Borrower (which consent shall not to be unreasonably withheld and or delayed); provided that the consent of the Borrower to any such consent appointment shall not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has shall have occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent . Any resignation or removal of an Agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess effective upon the appointment of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for the consent of the Borrower) a successor agent from among pursuant to this Section 11.05. After the Lenders. Upon the acceptance effectiveness of its appointment any retiring or removed Agent’s resignation or removal hereunder as successor agent xxxxxxxxxAgent, such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Agent and the term “Appointed Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminated. After any retiring Appointed Agent’s resignation discharged from its duties and obligations hereunder as an Appointed Agent, and under the other Facility Documents and the provisions of this Article XIII and Section 14.10 XI shall continue to inure to in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was an Appointed Agent under this AgreementAgreement and under the other Facility Documents. (c) Subject to the terms of this Section 11.05(c) the Administrative Agent may, upon thirty (30) days’ notice to the Collateral Manager, the Equityholder, the Collateral Agent, the Lenders and the Borrower, remove and discharge the Collateral Agent from the performance of its obligations under this Agreement and under the other Facility Documents without cause at any time. If the Collateral Agent shall be removed pursuant to this Section 11.05(c), then the Administrative Agent during such thirty (30) day period shall appoint a successor Collateral Agent. The appointment of any successor Collateral Agent pursuant to this Section 11.05(c) shall be subject to the prior written consent of the Borrower (provided that no Event of Default has occurred and is continuing) and the Required Lenders. If the Collateral Agent is removed pursuant to this Section 11.05(c), the Collateral Agent shall be removed in all other capacities in which it serves under this Agreement and under any of the other Facility Documents (including in its capacity as Custodian), but not in its capacities as Administrative Agent or Lender, if applicable. Any removal of the Collateral Agent pursuant to this Section 11.05(c) shall be effective upon the appointment of a successor Collateral Agent pursuant to this Section 11.05(c) and the acceptance of such appointment by such successor. After the effectiveness of any removal of the Collateral Agent pursuant to this Section 11.05(c), the Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents (but not in its capacities as Administrative Agent or Lender, if applicable) and the provisions of this Article XI and Section 11.05(c) shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and under the other Facility Documents. In the event a successor Collateral Agent shall not be appointed within such thirty (30) day period, the Collateral Agent may petition a court of competent jurisdiction at the Borrower’s expense for the appointment of a successor Collateral Agent.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under any of Section 10.1(a), (e), (f) Sections 11.1 or (g) has occurred and 11.5 is continuing) shall , to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank with an office in the United States, or a commercial bank, commercial finance company or other asset based lender having total assets an Affiliate of any such bank with an office in excess of $5,000,000,000the United States. If no such successor agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b) If the Person serving as the Administrative Agent is appointed prior a Defaulting Lender pursuant to clause (v) of the definition of Lender Default, the Required Lenders may to the effective date of the resignation of any Appointed Agentextent permitted by applicable law, such Appointed Agent may appoint (but without the need for subject to the consent of the Borrower (not to be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person remove such Person as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor agent from among Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring or removed Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Xxxxxxx appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) or removed Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Credit Suisse AG, Cayman Islands Branch as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Credit Suisse AG, Cayman Islands Branch as the Collateral Agent. The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed 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 or removed Agent was acting as an Appointed Agent under this AgreementAgent.

Successor Agents. Each Appointed The Administrative Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the BorrowerParent Guarantor. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Parent Guarantor (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under any of Section 10.1(a), (e), (f) 9.1 or (g) has occurred and 9.5 is continuing) shall , to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank with an office in the United States, or a commercial bank, commercial finance company or other asset based lender having total assets Bank Affiliate of any such bank with an office in excess of $5,000,000,000the United States. If no such successor agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Parent Guarantor 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 Senior Finance Documents (except that in the case of any Appointed Agent, such Appointed collateral security held by the Administrative Agent may appoint (but without the need for the consent on behalf of the Borrower) Lenders under any of the Senior Finance Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor agent from among Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the LendersAdministrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder, and if such successor agent xxxxxxxxxis appointed as a successor to the Security Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the U.S. Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Senior Finance Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Guarantor and such successor. After any the retiring Appointed Agent’s resignation hereunder as an Appointed Agentand under the other Senior Finance Documents, the provisions of this Article XIII 10 (including Section 10.7) and Section 14.10 12.5 shall continue to inure to in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Appointed Agent under this AgreementAgent.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the BorrowerHoldings. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under Sections 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of Section 10.1(aits resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (eincluding receipt of the Borrower’s consent); provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b) [reserved] (c) With effect from the Resignation Effective Date, (f1) the retiring or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor removed agent shall be a Lender or a commercial bank, commercial finance company or discharged from its duties and obligations hereunder and under the other asset based lender having total assets Credit Documents (except that in excess the case of $5,000,000,000. If no successor agent is appointed prior to any collateral security held by the effective date Collateral Agent on behalf of the resignation of Lenders under any Appointed Agent, such Appointed Agent may appoint (but without the need for the consent of the Borrower) Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor agent from among Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring or removed 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 its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) or removed Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Mxxxxx Sxxxxxx Senior Funding, Inc. as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Mxxxxx Sxxxxxx Senior Funding, Inc. as the Collateral Agent. The fees payable by Holdings or the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings or Borrower and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed 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 or removed Agent was acting as an Appointed Agent under this AgreementAgent.

Successor Agents. Each Appointed (a) The Administrative Agent, Collateral Agent and Redenomination Term Facilities Administrative Agent may resign as an Appointed the Administrative Agent, Collateral Agent or Redenomination Term Facilities Administrative Agent, as applicable, upon at least 30 days’ prior written notice to the Lenders Borrowers and the BorrowerLenders. In If the event any Appointed Administrative Agent, Collateral Agent, Redenomination Term Facilities Administrative Agent sells all of its Loans and/or Commitments as part of or a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request Controlling Affiliate of the Borrower and Administrative Agent, the Required Collateral Agent or Redenomination Term Facilities Administrative Agent is subject to an Agent-Related Distress Event, the Borrowers may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. Subject to the foregoing, if an Appointed Agent resigns Upon receipt of any such notice of resignation or is removed under this Agreementremoval, the Required Lenders (with or, in the prior consent case of the BorrowerRedenomination Term Facilities Administrative Agent, such consent not the required Lenders in respect of the Initial Term B-2 Loans (as reduced pursuant to be unreasonably withheld Section 2.04(b)) and such consent not to be required the Term B-3 Loans, as if an Event those Loans constituted all of Default the Total Outstandings and Commitments under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuingthe Loan Documents) shall appoint from among the Lenders a successor agentagent for the Lenders, which successor agent shall be a Lender consented to by the Borrowers at all times other than during the existence of an Event of Default under Section 8.01(a), (f), or a commercial bank, commercial finance company (g) (which consent of the Borrowers shall not be unreasonably withheld or other asset based lender having total assets in excess of $5,000,000,000delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, as applicable, of any Appointed the Administrative Agent, such Appointed Collateral Agent or Redenomination Term Facilities Administrative Agent, as applicable, the Administrative Agent, Collateral Agent or Redenomination Term Facilities Administrative Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Lender), as applicable, may appoint (but without appoint, after consulting with the need for Lenders and the consent of the Borrower) Borrowers, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxhereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent, as applicable, and the term “Appointed Administrative Agent”, “Redenomination Term Facilities Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent, such successor redenomination term facilities administrative agent or such successor collateral agent, as applicable, and the retiring Appointed Administrative Agent’s, Redenomination Term Facilities Administrative Agent’s or Collateral Agent’s appointment, powers and duties as an Appointed the Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent, as applicable, shall be terminated. After any the retiring Appointed Administrative Agent’s, Redenomination Term Facilities Administrative Agent’s or Collateral Agent’s resignation or removal hereunder as an Appointed the Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent, the provisions of this Article XIII IX and Section 14.10 Sections 10.04 and 10.05 shall continue to inure to in effect for its benefit as to any actions taken or omitted to be taken by it while it was an Appointed the Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent (as applicable) by the date which is 30 days following the retiring Administrative Agent’s, Redenomination Term Facilities Administrative Agent’s or Collateral Agent’s (as applicable) notice of resignation or removal, the retiring Administrative Agent’s, Redenomination Term Facilities Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) the retiring Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Applicable Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders (or, in the case of the Redenomination Term Facilities Administrative Agent, the required Lenders in respect of the Initial Term B-2 Loans (as reduced pursuant to Section 2.04(b)) and the Term B-3 Loans, as if those Loans constituted all of the Total Outstandings and Commitments under the Loan Documents) appoint a successor Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent (as applicable) as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders (or, in the case of the Redenomination Term Facilities Administrative Agent, the required Lenders in respect of the Initial Term B-2 Loans (as reduced pursuant to Section 2.04(b)) and the Term B-3 Loans, as if those Loans constituted all of the Total Outstandings and Commitments under the Loan Documents) appoint a successor Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent (as applicable) as provided for above. Upon the acceptance of any appointment as the Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages and the other Collateral Documents, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders (or, in the case of the Redenomination Term Facilities Administrative Agent, the required Lenders in respect of the Initial Term B-2 Loans (as reduced pursuant to Section 2.04(b)) and the Term B-3 Loans, as if those Loans constituted all of the Total Outstandings and Commitments under the Loan Documents) may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the successor Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s, Redenomination Term Facilities Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor having been appointed, the retiring Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent, as applicable. At any time the Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent (as applicable) may be removed as the Administrative Agent, Redenomination Term Facilities Administrative Agent or Collateral Agent (as applicable) hereunder at the request of the Borrowers and the Required Lenders (or, in the case of the Redenomination Term Facilities Administrative Agent, the required Lenders in respect of the Initial Term B-2 Loans (as reduced pursuant to Section 2.04(b)) and the Term B-3 Loans, as if those Loans constituted all of the Total Outstandings and Commitments under the Loan Documents). (b) Any resignation by or removal of Barclays Bank PLC as Administrative Agent or Collateral Agent pursuant to this Section 9.09 shall also constitute its resignation or removal as an L/C Issuer, in which case the resigning or removed L/C Issuer (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights as L/C Issuer with respect to any Letters of Credit issued by it prior to the date of such resignation or removal. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent hereunder or upon the expiration of the 30-day period following the retiring Administrative Agent or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, (i) such successor (if any) shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (ii) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents and (iii) the successor L/C Issuer (if any) shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make (or the Borrowers shall enter into) other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under any of Section 10.1(a), (e), (f) Sections 11.1 or (g) has occurred and 11.5 is continuing) shall , to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank with an office in the United States, or a commercial bank, commercial finance company or other asset based lender having total assets an Affiliate of any such bank with an office in excess of $5,000,000,000the United States. If no such successor agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b) If the Person serving as the Administrative Agent is appointed prior a Defaulting Lender pursuant to clause (v) of the definition of Lender Default, the Required Lenders may to the effective date of the resignation of any Appointed Agentextent permitted by applicable law, such Appointed Agent may appoint (but without the need for subject to the consent of the Borrower (not to be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person remove such Person as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor agent from among Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring or removed 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 its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) or removed Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Credit Suisse AG, Cayman Islands Branch as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Credit Suisse AG, Cayman Islands Branch as the Collateral Agent. The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed 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 or removed Agent was acting as an Appointed Agent under this AgreementAgent.

Successor Agents. Each Appointed (a) Subject to the terms of this Section 11.05, each Agent may resign as an Appointed Agent may, upon at least 30 thirty (30) days’ prior notice to the Lenders and the Borrower, resign as Administrative Agent or Collateral Agent, as applicable. In If an Agent shall resign, then the event Required Lenders shall appoint a successor agent. If for any Appointed Agent sells all reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of its Loans and/or Commitments as part notice of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolioresignation, such Appointed Agent may appoint a successor agent. Any successor Administrative Agent and any successor Collateral Agent shall resign as be a U.S. Person and shall be a bank with an Appointed office in the United States of America or an Affiliate of such bank. The appointment of any successor Agent and such purchaser or transferee shall become be subject to the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request prior written consent of the Borrower and (which consent shall not be unreasonably withheld or delayed); provided that the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreement, the Required Lenders (with the prior consent of the Borrower, Borrower to any such consent appointment shall not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has shall have occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent . Any resignation of an Agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess effective upon the appointment of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for the consent of the Borrower) a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Appointed Agent and the term “Appointed Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminatedthis Section 11.05. After the effectiveness of any retiring Appointed Agent’s resignation hereunder as an Appointed Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article XIII and Section 14.10 XI shall continue to inure to in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreement and under the other Facility Documents. (b) Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties (in the case of Citibank Agency & Trust) and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement. (c) Subject to the terms of this Section 11.05(c) the Administrative Agent may, upon thirty (30) days’ notice to the Collateral Manager, Collateral Agent, the Lenders and the Borrower, remove and discharge the Collateral Agent from the performance of its obligations under this Agreement and under the other Facility Documents without cause at any time. If the Collateral Agent shall be removed pursuant to this Section 11.05(c), then the Administrative Agent during such thirty (30) day period shall appoint a successor Collateral Agent. The appointment of any successor Collateral Agent pursuant to this Section 11.05(c) shall be subject to the prior written consent of the Borrower (provided that no Event of Default has occurred and is continuing) and the Required Lenders. If the Collateral Agent is removed pursuant to this Section 11.05(c), the Collateral Agent shall be removed in all other capacities in which it serves under this Agreement and under any of the other Facility Documents (including in its capacity as Custodian), but not in its capacities as Administrative Agent or Lender, if applicable. Any removal of the Collateral Agent pursuant to this Section 11.05(c) shall be effective upon the appointment of a successor Collateral Agent pursuant to this Section 11.05(c) and the acceptance of such appointment by such successor. After the effectiveness of any removal of the Collateral Agent pursuant to this Section 11.05(c), the Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents (but not in its capacities as Administrative Agent or Lender, if applicable) and the provisions of this Article XII and Section 11.05(c) shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and under the other Facility Documents. In the event a successor Collateral Agent shall not be appointed within such thirty (30) day period, the Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent.

Successor Agents. Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders Lenders, the Letter of Credit Issuer and the Parent Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Parent Borrower (not to be unreasonably withheld and such consent not to be required if an withheld, delayed or conditioned) so long as no Event of Default under Sections 11.1 or 11.5 (solely with respect to a Borrower) is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of Section 10.1(aits resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (eincluding receipt of the Parent Xxxxxxxx’s consent); provided that, if the Administrative Agent or the Collateral Agent shall notify the Parent Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective at the expiration of such 30 day period. With effect from the Resignation Effective Date, (f1) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor retiring agent shall be a Lender or a commercial bank, commercial finance company or discharged from its duties and obligations hereunder and under the other asset based lender having total assets Credit Documents (except that in excess the case of $5,000,000,000. If no successor agent is appointed prior to any Collateral held by the effective date Collateral Agent on behalf of the resignation Lenders or the Letter of Credit Issuer under any Appointed Agent, such Appointed Agent may appoint (but without the need for the consent of the Borrower) Credit Documents, the retiring Collateral Agent shall continue to hold such Collateral as nominee until such time as a successor agent from among Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation of Citi as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation of Citi as the Collateral Agent. The fees payable by Holdings or the Borrowers (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings or the Borrowers and such successor. After any the retiring Appointed Agent’s resignation hereunder as an Appointed and under the other Credit Documents, this Section 12 (including Section 12.7) and Section 13.5 shall continue in effect for the benefit of such retiring Agent, the provisions its sub-agents and their respective Related Parties in respect of this Article XIII and Section 14.10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Appointed Agent under this AgreementAgent.

Successor Agents. Each Appointed (a) Subject to the terms of this Section 12.05, each Agent may resign as an Appointed Agent may, upon at least 30 thirty (30) days’ prior notice to the Lenders and the Borrower, resign as Administrative Agent or Collateral Agent, as applicable. In If an Agent shall resign, then the event Required Lenders shall appoint a successor agent. If for any Appointed Agent sells all reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of its Loans and/or Commitments as part notice of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolioresignation, such Appointed Agent may appoint a successor agent. The appointment of any successor Agent shall resign as an Appointed Agent and such purchaser or transferee shall become be subject to the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request prior written consent of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreement, the Required Lenders (with the prior which consent of the Borrower, such consent shall not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(aor delayed), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for ; provided that the consent of the BorrowerBorrower to any such appointment shall not be required if (i) a Default or Event of Default shall have occurred and is continuing (other than with respect to an Ares Competitor) or (ii) if such successor agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be effective upon the appointment of a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Appointed Agent and the term “Appointed Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminatedthis Section 12.05. After the effectiveness of any retiring Appointed Agent’s resignation hereunder as an Appointed Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article XIII and Section 14.10 XII shall continue to inure to in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreement and under the other Facility Documents. If no successor Collateral Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within sixty days after giving of notice of resignation by the Collateral Agent, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. (b) Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders Lenders, the Letter of Credit Issuers and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under any of Section 10.1(a), (e), (f) Sections 11.1 or (g) has occurred and 11.5 is continuing) shall , to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets bank with an office in excess of $5,000,000,000the office in the United States. If no such Lenders and shall have accepted such United States, or an Affiliate of any such bank with an successor agent shall have been so appointed by the Required appointment within 30 days after the retiring Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b)If the Person serving as the Administrative Agent is appointed prior a Defaulting Lender pursuant to clause (v) of the definition of Lender Default, the Required Lenders may to the effective date of extent permitted be unreasonably withheld or remove such Person as the resignation of any Appointed Agentby applicable law, such Appointed Agent may appoint (but without the need for subject to the consent of the Borrower (not to delayed), bynotice in writing to the Borrower and such Person Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c)With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Letter of Credit Issuers under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor agent from among Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring or removed Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuers directly, until such time as the Required Lenders appoint a successor Agent as provided for above inthis paragraph. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) or removed Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Xxxxxxx Xxxxx Bank USA as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Xxxxxxx Sachs Bank USA as the Collateral Agent. The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall -156-#8983238089847286v115 continue to inure to in effect for the benefit of such retiring or removed Agent, its benefit as to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreement.sub-agents and -157-#8983238089847286v115

Successor Agents. Each Appointed (a) Subject to the appointment and acceptance of a successor Administrative Agent or successor Collateral Agent as provided in this paragraph and paragraph (c) below, the Administrative Agent or the Collateral Agent may resign as an Appointed at any time by notifying the Lenders, the Issuing Banks and the Borrowers. Upon any resignation of the Administrative Agent upon at least or the Collateral Agent, the Required Lenders shall have the right, in consultation with the Borrowers, 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’ prior days after the retiring Administrative Agent or Collateral Agent gives notice to of its resignation, then the retiring Administrative Agent or Collateral Agent may, on behalf of the Lenders and the Borrower. Issuing Banks, appoint a successor Administrative Agent or Collateral Agent, as applicable, which shall be a bank or trust company with an office in New York, New York, or an Affiliate of any such bank. (b) In the event any Appointed Agent sells all of its Loans and/or Commitments as part of a saleaddition, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In in the event that an Appointed (i) the Person serving as the Administrative Agent becomes or Collateral Agent is a Defaulting Lender, (ii) such Appointed Person has been replaced in its capacity as a Lender pursuant to Section 4.03(b), and (iii) if such Person is an Issuing Bank, (A) the LC Commitment of such Person, as an Issuing Bank, has been terminated pursuant to Section 3.01(i) and (B) no Letters of Credit issued by such Person, as an Issuing Bank, are outstanding such time (unless arrangements satisfactory to such Person for the cash collateralization thereof have been made), then the Required Lenders or the Borrowers may, by written notice to the Administrative Agent may or the Collateral Agent, as applicable, remove such Person from its capacity as Administrative Agent or Collateral Agent, as applicable, under the Loan Documents; provided that the consent or agreement of such Person, in any of its capacities, shall not be removed at the reasonable request required in respect of the Borrower and its removal as a Lender; provided further that a successor Administrative Agent or Collateral Agent, as applicable, selected by the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreement, the Required Lenders (in consultation with the prior consent of the BorrowerBorrowers, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, concurrently with such Appointed Agent may appoint removal. (but without the need for the consent of the Borrowerc) a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxAdministrative Agent or Collateral Agent hereunder by a successor, such successor agent shall succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Appointed or removed Administrative Agent and the term “Appointed or Collateral Agent” shall mean such successor agent , as applicable, and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Administrative Agent or Collateral Agent shall be terminateddischarged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent or Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any retiring Appointed the Administrative Agent’s or the or Collateral Agent’s resignation hereunder as an Appointed Agentor removal hereunder, the provisions of this Article XIII and Section 14.10 11.03 and Section 11.04 shall continue to inure to in effect for the benefit of such retiring or removed Administrative Agent or Collateral Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was an Appointed acting as Administrative Agent under this Agreementor Collateral Agent.

Successor Agents. Each Appointed (a) The Administrative Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the Borrower. In Borrowers (with a copy to the event any Appointed Agent sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower Collateral Administrator and the Required LendersMaster Collateral Agent). Subject to the foregoing, if an Appointed Agent resigns or is removed under this AgreementUpon receipt of any such notice of resignation, the Required Lenders (shall have the right, with the prior consent (provided no Event of Default has occurred and is continuing) of the Borrower, Borrowers (such consent not to be unreasonably withheld or delayed), 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 thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders with the consent of the Borrowers (such consent not to be required if an Event of Default under any of Section 10.1(aunreasonably withheld or delayed)) (the “Resignation Effective Date”), then the retiring Administrative Agent may (ebut shall not be obligated to), (f) or (g) has occurred and is continuing) shall in consultation with the Borrowers, on behalf of the Lenders, appoint from among the Lenders a successor agentAdministrative Agent meeting the qualifications set forth above. For the avoidance of doubt, which whether or not a successor agent Administrative Agent has been appointed, the retiring Administrative Agent’s resignation shall nonetheless become effective in accordance with such notice of resignation on the Resignation Effective Date. With effect from the Resignation Effective Date, (a) the retiring Administrative Agent shall be a Lender or a commercial bank, commercial finance company or discharged from its duties and obligations hereunder and under the other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior Loan Documents and (b) except for any indemnity payments owed to the effective date of the resignation of any Appointed retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such Appointed Agent may time, if any, as the Required Lenders appoint (but without the need for the consent of the Borrower) a successor agent from among the LendersAdministrative Agent as provided for above. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxAdministrative Agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Administrative Agent and (other than any rights to indemnity payments owed to the term “Appointed retiring Administrative Agent” shall mean such successor agent ), and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Administrative Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any the retiring Appointed Administrative Agent’s resignation hereunder as an Appointed Agentand under the other Loan Documents, the provisions of this Article XIII 8 and Section 14.10 ‎Section 10.04 shall continue to inure to 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 an Appointed acting as the Administrative Agent. (b) The Collateral Administrator may at any time resign at any time upon at least 30 days’ prior written notice to the Borrowers and the Administrative Agent; provided that, no resignation of the Collateral Administrator will be permitted unless a successor Collateral Administrator has been appointed. Promptly after receipt of notice of the Collateral Administrator’s resignation, the Administrative Agent shall promptly appoint a successor Collateral Administrator (which successor Collateral Administrator shall be reasonably acceptable to the Required Lenders and, so long as no Event of Default under Section 7.01(b), (f), (g) or (o) has occurred and is continuing, the Borrowers) by written instrument, copies of which instrument shall be delivered to the Borrowers, the Master Collateral Agent, the resigning Collateral Administrator and to the successor Collateral Administrator. In the event no successor Collateral Administrator shall have been appointed within 30 days after the giving of notice of such resignation, the Collateral Administrator may petition any court of competent jurisdiction to appoint a successor Collateral Administrator. The Administrative Agent upon at least 30 days’ prior written notice to the Collateral Administrator and the Borrowers, may with or without cause remove and discharge the Collateral Administrator or any successor Collateral Administrator thereafter appointed from the performance of its duties under this Agreement. Promptly after giving notice of removal of the Collateral Administrator, the Administrative Agent shall appoint, or petition a court of competent jurisdiction to appoint, a successor Collateral Administrator (which successor Collateral Administrator shall be reasonably acceptable to the Required Lenders and, so long as no Event of Default under Section 7.01(b), (f), (g) or (o) has occurred and is continuing, the Borrowers). Any such appointment shall be accomplished by written instrument and a copy shall be delivered to the Collateral Administrator and the successor Collateral Administrator, the Borrowers and the Master Collateral Agent. (c) The Master Collateral Agent may resign, and in any such event shall be replaced, in accordance with the terms of the Collateral Agency and Accounts Agreement. (d) In the event that the Depositary shall no longer have the deposit rating necessary for the Payment Account and Reserve Account to be Eligible Deposit Accounts, Loyalty Co shall be permitted to and shall promptly, and in any event within 30 days (as such deadline may be extended by the Master Collateral Agent (acting at the direction of the Collateral Controlling Party)) of (A) a Responsible Officer of Delta or Loyalty Co obtaining knowledge of such ratings change or (B) receipt by a Borrower of notice from the Administrative Agent of such ratings change, move the Payment Account and the Reserve Account, as applicable, to a depository institution (i) selected by Loyalty Co that that has the deposit rating necessary for the Payment Account and Reserve Account to be Eligible Deposit Accounts or (ii) that is otherwise approved by the Administrative Agent, and will cause such depositary institution to execute an Account Control Agreement.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the Borrower. In Upon receipt of any such notice of resignation, the event Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Sections 11.1(a) or 11.1(e) is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any Appointed such bank with an office in the United States (other than any Disqualified 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 Agent sells all gives notice of its Loans and/or Commitments as part resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a salesuccessor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that in no event shall any such successor Administrative Agent be a Defaulting Lender or Disqualified Lender, transfer and further provided that if the Administrative Agent or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed the Collateral Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b) If the Person serving as the Administrative Agent is a Defaulting Lender pursuant to clause (v) of the definition of Lender Default, the Required Lenders. Subject Lenders may to the foregoingextent permitted by applicable law, if an Appointed subject to the consent of the Borrower (not to be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person remove such Person as the Administrative Agent resigns or is removed under this Agreementand, in consultation with the consent of the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders (with the prior consent of the Borrower as required above) and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders and the Borrower) (the “Removal Effective Date”), then such consent not to removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall be unreasonably withheld discharged from its duties and such consent not to be required if an Event obligations hereunder and under the other Credit Documents (except that in the case of Default any collateral security held by the Collateral Agent on behalf of the Lenders or the Letter of Credit Issuer under any of Section 10.1(a)the Credit Documents, (e), (f) the retiring or (g) has occurred and is continuing) removed Collateral Agent shall appoint from among the Lenders continue to hold such collateral security as nominee until such time as a successor agentCollateral Agent is appointed) and (2) all payments, which communications and determinations provided to be made by, to or through the retiring or removed Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders appoint a successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets Agent as provided for above in excess of $5,000,000,000. If no successor agent is appointed prior this paragraph (and otherwise subject to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for the consent of the Borrower) a successor agent from among the Lendersterms above). Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) or removed Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Citibank, N.A. as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Citibank, N.A. as the Collateral Agent. The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed 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 or removed Agent was acting as an Appointed Agent. (d) Any resignation by or removal of Citibank, N.A. as the Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation or removal as Swingline Lender and Letter of Credit Issuer. Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Swingline Lender and Letter of Credit Issuer, (b) the retiring Swingline Lender and Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Credit Documents, and (c) the successor Swingline Lender and Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit issued by such Affiliate of the Administrative Agent or the Administrative Agent, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agents. Each Appointed The Administrative Agent or Collateral Agent may resign as an Appointed the Administrative Agent or Collateral Agent, as applicable, upon at least 30 days’ prior written notice to the Lenders and the Borrower. In the event any Appointed Agent sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject If the Administrative Agent or Collateral Agent or a controlling Affiliate of the Administrative Agent or the Collateral Agent is subject to an Agent-Related Distress Event, the Borrower may remove such Agent from such role upon ten (10) days’ written notice to the foregoing, if an Appointed Lenders. The Required Lenders may remove the Administrative Agent resigns and Collateral Agent upon 30 days’ written notice to the Borrower and each of the other Lenders. Upon receipt of any such notice of resignation or is removed under this Agreementremoval, the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agentagent for the Lenders, which successor agent shall be either (i) a Lender “U.S. person” and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1(b)(2)(ii) or (ii) a commercial bankU.S. branch of a foreign financial institution described in Treasury Regulations Section 1.1141-1(b)(2)(iv)(A), commercial finance company and shall be consented to by the Borrower at all times other than during the existence of a Specified Event of Default (which consent of the Borrower shall not be unreasonably withheld or other asset based lender having total assets in excess of $5,000,000,000delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, as applicable, of any Appointed the Administrative Agent or Collateral Agent, such Appointed as applicable, the Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), as applicable, may appoint (but without appoint, after consulting with the need for the consent of Lenders and the Borrower, a successor agent, who shall be either (i) a successor agent “U.S. person” and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1(b)(2)(ii) or (ii) a U.S. branch of a foreign financial institution described in Treasury Regulations Section 1.1441-1(b)(2)(iv)(A), from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxhereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Administrative Agent or Collateral Agent, as applicable, and the term “Appointed Administrative Agent” shall mean or “Collateral Agent,” as applicable, means such successor administrative agent or such successor collateral agent, as applicable, and the retiring Appointed Administrative Agent’s or Collateral Agent’s appointment, powers and duties as an Appointed the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After any the retiring Appointed Administrative Agent’s or Collateral Agent’s resignation or removal hereunder as an Appointed the Administrative Agent or Collateral Agent, the provisions of this Article XIII IX and Section 14.10 Sections 10.04 and 10.05 shall continue to inure to in effect for its benefit as to any actions taken or omitted to be taken by it while it was an Appointed the Administrative Agent or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or Collateral Agent by the date which is 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) the retiring or removed Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring or removed Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring or removed Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents other than as specifically set forth in clause (i) above of this Section 9.09 but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring or removed Agent was acting as Administrative Agent or Collateral Agent, as applicable.

Successor Agents. Each Appointed Agent may resign as an Appointed Agent upon at least 30 days’ prior notice to the Lenders and the Borrower. In the event any Appointed Agent sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreement, the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for the consent of the Borrower) a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxhxxxxxxxx, such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Agent and the term “Appointed Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminated. After any retiring Appointed Agent’s resignation hereunder as an Appointed Agent, the provisions of this Article XIII and Section 14.10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreement.. 363

Successor Agents. Each Appointed (a) Subject to the terms of this Section 11.05, each Agent may resign as an Appointed Agent may, upon at least 30 thirty (30) days’ prior notice to the Lenders and the Borrower, resign as Administrative Agent or the Collateral Agent, as applicable. In If an Agent shall resign, then the event Specified Required Lenders shall appoint a successor agent. If for any Appointed Agent sells all reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of its Loans and/or Commitments as part notice of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolioresignation, such Appointed Agent shall resign as an Appointed Agent and may appoint, or petition a court of competent jurisdiction at the Borrower’s expense to appoint, a successor agent; provided that no such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes agent may be a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreement, the Required Lenders (with Lender without the prior written consent of the Borrower, . (b) Any successor Administrative Agent and any successor Collateral Agent shall be a U.S. Person (within the meaning of Section 7701(a)(30) of the Code) and shall be a bank with an office in the United States of America or an Affiliate of such bank and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1 (as in effect on the date hereof). The appointment of any successor Agent shall be subject to the prior written consent of the Borrower (which consent shall not to be unreasonably withheld and or delayed); provided that the consent of the Borrower to any such consent appointment shall not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has shall have occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent . Any resignation or removal of an Agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess effective upon the appointment of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for the consent of the Borrower) a successor agent from among pursuant to this Section 11.05. After the Lenders. Upon the acceptance effectiveness of its appointment any retiring or removed Agent’s resignation or removal hereunder as successor agent xxxxxxxxxAgent, such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Agent and the term “Appointed Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminated. After any retiring Appointed Agent’s resignation discharged from its duties and obligations hereunder as an Appointed Agent, and under the other Facility Documents and the provisions of this Article XIII and Section 14.10 XI shall continue to inure to in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was an Appointed Agent under this AgreementAgreement and under the other Facility Documents. (c) Subject to the terms of this Section 11.05(c) the Administrative Agent may, upon thirty (30) days’ notice to the Collateral Manager, the Equityholder, the Collateral Agent, the Lenders and the Borrower, remove and discharge the Collateral Agent from the performance of its obligations under this Agreement and under the other Facility Documents without cause at any time. If the Collateral Agent shall be removed pursuant to this Section 11.05(c), then the Administrative Agent during such thirty (30) day period shall appoint a successor Collateral Agent. The appointment of any successor Collateral Agent pursuant to this Section 11.05(c) shall be subject to the prior written consent of the Borrower (provided that no Event of Default has occurred and is continuing) and the Specified Required Lenders. If the Collateral Agent is removed pursuant to this Section 11.05(c), the Collateral Agent shall be removed in all other capacities in which it serves under this Agreement and under any of the other Facility Documents (including in its capacity as Custodian), but not in its capacities as Administrative Agent or Lender, if applicable. Any removal of the Collateral Agent pursuant to this Section 11.05(c) shall be effective upon the appointment of a successor Collateral Agent pursuant to this Section 11.05(c) and the acceptance of such appointment by such successor. After the effectiveness of any removal of the Collateral Agent pursuant to this Section 11.05(c), the Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents (but not in its capacities as Administrative Agent or Lender, if applicable) and the provisions of this Article XI and Section 11.05(c) shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and under the other Facility Documents. In the event a successor Collateral Agent shall not be appointed within such thirty (30) day period, the Collateral Agent may petition a court of competent jurisdiction at the Borrower’s expense for the appointment of a successor Collateral Agent. USActive 55502425.1255502425.13

Successor Agents. Each Appointed of the Administrative Agent and Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior notice to any time by notifying the other Agent, the Lenders and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall , to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank with an office in the United States, or a commercial bank, commercial finance company or other asset based lender having total assets an Affiliate of any such bank with an office in excess of $5,000,000,000the United States. If no such successor agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the resignation Lenders appoint a successor Agent meeting the qualifications set forth above (including receipt of any Appointed Agent, the Borrower’s consent); provided that if such Appointed Agent may appoint shall notify the Borrower and the Lenders that no qualifying Person (but without including as a result of the need for the absence of consent of the Borrower) has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (x) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Secured Parties under any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor agent from among Collateral Agent is appointed) and (y) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender directly, until such time as the LendersRequired Lenders with (except after the occurrence and during the continuation of an Event of Default) the consent of the Borrower (not to be unreasonably withheld) appoint successor Agents as provided for above in this paragraph. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed Agent’s resignation hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Appointed Agent under this AgreementAgent.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders Lenders, the Letter of Credit Issuers and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under any of Section 10.1(a), (e), (f) 11.1 or (g) has occurred and 11.5 is continuing) shall , to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank with an office in the United States, or a commercial bank, commercial finance company or other asset based lender having total assets an Affiliate of any such bank with an office in excess of $5,000,000,000the United States. If no such successor agent shall have been so appointed by the Required Xxxxxxx and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b) If the Person serving as the Administrative Agent is appointed prior a Defaulting Lender pursuant to clause (v) of the definition of Lender Default, the Required Lenders may to the effective date of the resignation of any Appointed Agentextent permitted by applicable law, such Appointed Agent may appoint (but without the need for subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, by notice in writing to the Borrower and such Person remove such Person as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Letter of Credit issuers under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor agent from among Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring or removed Administrative Agent shall instead be made by or to each Lender or Letter of Credit Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) or removed Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Bank of America, N.A. as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Bank of America, N.A. as the Collateral Agent. The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as an Agent. (d) Any resignation by or removal of Bank of America, N.A. as the Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation or removal as Letter of Credit Issuer. If Bank of America, N.A. resigns as Letter of Credit Issuer, it while it was an Appointed shall retain all the rights, powers, privileges and duties of the Letter of Credit Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Letter of Credit Issuer and all Obligations with respect thereto, including the right to require the Lenders to make ABR Loans or fund risk participations in Unpaid Drawings pursuant to Section 3.3. Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the Administrative Agent, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under any of Section 10.1(a), (e), (f) Sections 11.1 or (g) has occurred and 11.5 is continuing) shall , to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank with an office in the United States, or a commercial bank, commercial finance company or other asset based lender having total assets an Affiliate of any such bank with an office in excess of $5,000,000,000the United States. If no such successor agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b) If the Person serving as the Administrative Agent is appointed prior a Defaulting Lender pursuant to clause (v) of the definition of Lender Default, the Required Lenders may to the effective date of the resignation of any Appointed Agentextent permitted by applicable law, such Appointed Agent may appoint (but without the need for subject to the consent of the Borrower (not to be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person remove such Person as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor agent from among Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring or removed 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 its a successor’s appointment as successor agent xxxxxxxxx, such successor agent shall succeed to all the rights, powers and duties of Administrative Agent or the retiring Appointed Agent and the term “Appointed Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminated. After any retiring Appointed Agent’s resignation hereunder as an Appointed Collateral Agent, as the provisions of this Article XIII case may be, hereunder, and Section 14.10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreement.upon the execution and -151- US-DOCS\118329784.0000000000.6

Successor Agents. Each Appointed (a) The Administrative Agent may resign as at any time give notice of its resignation to the Lenders, the Issuers and the Borrower. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank (other than a Defaulting Lender) with an Appointed office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent upon at least 30 days’ prior gives notice to of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Borrower. In Issuers, appoint a successor Administrative Agent meeting the event any Appointed Agent sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed qualifications set forth above; provided that if the Administrative Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of notify the Borrower and the Required Lenders. Subject to Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the foregoing, if an Appointed retiring Administrative Agent resigns or is removed shall be discharged from its duties and obligations hereunder and under this Agreement, the Required Lenders other Loan Documents (with except that in the prior consent case of any collateral security held by the Administrative Agent on behalf of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default Lenders or the Issuer under any of Section 10.1(a)the Loan Documents, (e), (f) or (g) has occurred and is continuing) the retiring Administrative Agent shall appoint from among the Lenders continue to hold such collateral security until such time as a successor agentAdministrative Agent is appointed) and (2) all payments, which successor agent communications and determinations provided to be made by, to or through the Administrative Agent shall instead be a made by or to each Lender or a commercial bankand each Issuer directly, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to until such time as the effective date of the resignation of any Appointed Agent, such Appointed Agent may Requisite Lenders appoint (but without the need for the consent of the Borrower) a successor agent from among the LendersAdministrative Agent as provided for above in this paragraph. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxAdministrative Agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) Administrative Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Administrative Agent shall be terminateddischarged from all of its duties and obligations hereunder 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 Appointed Administrative Agent’s resignation hereunder as an Appointed Agentand under the other Loan Documents, the provisions of this Article XIII X and Section 14.10 Sections 11.3 and 11.4 shall continue to inure to 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. (b) The Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuers and the Borrower. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank (other than a Defaulting Lender) with an Appointed office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may on behalf of the Lenders and the Issuers, appoint a successor Collateral Agent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Lender and each Issuer directly, until such time as the Requisite Lenders appoint a successor Collateral Agent as provided for above in this Agreementparagraph. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article X and Sections 11.3 and 11.4 shall continue in effect for the benefit of such retiring Collateral Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting as Collateral Agent.

Successor Agents. Each Appointed (a) The Administrative Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders Lenders, the L/C Issuer and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (shall have the right, to appoint a successor, which shall be a bank with an office in the prior consent United States, or an Affiliate of any such bank with an office in the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agentUnited States, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (with respect to the Borrower) (which consent of the Borrower shall not be unreasonably withheld or delayed). 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 (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) and (g) (which consent of the Borrower shall not be unreasonably withheld or delayed), meeting the qualifications set forth above; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Borrower and/or the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, appoint a successor, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) and (g) (which consent of the Borrower shall not be unreasonably withheld or a commercial bankdelayed). If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), commercial finance company or other asset based lender having total assets then such removal shall nonetheless become effective in excess of $5,000,000,000accordance with such notice on the Removal Effective Date. If no successor agent is appointed by the Required Lenders pursuant to this Section 9.08(b) prior to the effective date of that is ten (10) Business Days following the resignation of any Appointed AgentRemoval Effective Date, such Appointed Agent the Borrower may appoint (but without appoint, after consulting with the need for the consent of the Borrower) Required Lenders, a successor agent from among the LendersLenders (other than any Sponsor Affiliated Lender). (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer 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 (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxAdministrative Agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts 173 (d) Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the term “Appointed Agent” rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.04(c). If Bank of America resigns as Swing Line Lender, it shall mean retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c). Upon the appointment by the Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor agent shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Appointed Agent’s appointmentL/C Issuer or Swing Line Lender, powers as applicable, (b) the retiring L/C Issuer and duties as an Appointed Agent Swing Line Lender shall be terminated. After any retiring Appointed Agent’s resignation discharged from all of their respective duties and obligations hereunder as an Appointed Agentor under the other Loan Documents, and (c) the provisions successor L/C Issuer shall issue letters of this Article XIII and Section 14.10 shall continue credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to inure Bank of America to its benefit as effectively assume the obligations of Bank of America with respect to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreementsuch Letters of Credit.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders Lenders, the Letter of Credit Issuers and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under any of Section 10.1(a), (e), (f) 11.1 or (g) has occurred and 11.5 is continuing) shall , to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank with an office in the United States, or a commercial bank, commercial finance company or other asset based lender having total assets an Affiliate of any such bank with an office in excess of $5,000,000,000the United States. If no such successor agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b) If the Person serving as the Administrative Agent is appointed prior a Defaulting Lender pursuant to clause (v) of the definition of Lender Default, the Required Lenders may to the effective date of the resignation of any Appointed Agentextent permitted by applicable law, such Appointed Agent may appoint (but without the need for subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, by notice in writing to the Borrower and such Person remove such Person as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Letter of Credit issuers under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor agent from among Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring or removed Administrative Agent shall instead be made by or to each Lender or Letter of Credit Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) or removed Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Bank of America, N.A. as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Bank of America, N.A. as the Collateral Agent. The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as an Agent. (d) Any resignation by or removal of Bank of America, N.A. as the Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation or removal as Letter of Credit Issuer. If Bank of America, N.A. resigns as Letter of Credit Issuer, it while it was an Appointed shall retain all the rights, powers, privileges and duties of the Letter of Credit Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Letter of Credit Issuer and all Obligations with respect thereto, including the right to require the Lenders to make ABR Loans or fund risk participations in Unpaid Drawings pursuant to Section 3.3. Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit issued by the Administrative Agent, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agents. Each Appointed of the Administrative Agent and Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the Borrower. In If the event any Appointed Administrative Agent sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Collateral Agent becomes a Defaulting Lender, then such Appointed Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower and or the Required Lenders. Subject to Upon receipt of any such notice of resignation or removal, as the foregoing, if an Appointed Agent resigns or is removed under this Agreementcase may be, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an Event of or delayed) so long as no Default under any of Section 10.1(a), (e), (f) 11.1 or (g) has occurred and 11.5 is continuing) shall , to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If, in the case of a commercial bankresignation of a retiring Agent, commercial finance company or other asset based lender having total assets in excess no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of $5,000,000,000. If no successor agent is appointed prior to its resignation, then the effective date retiring Agent may on behalf of the Lenders appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any Appointed Agent, such Appointed collateral security held by the Agent may appoint (but without the need for the consent on behalf of the Borrower) Lenders under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor agent from among Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the LendersAgent 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 Section 12.9). Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). After any the retiring Appointed Agent’s resignation hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring Agent, its benefit as to Subagents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Appointed Agent under this AgreementAgent.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders Lenders, the Letter of Credit Issuer and the BorrowerHoldings. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrowers (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under any of Section 10.1(a), (e), (f) Sections 11.1 or (g) has occurred and 11.5 is continuing) shall , to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank with an office in the United States, or a commercial bank, commercial finance company or other asset based lender having total assets an Affiliate of any such bank with an office in excess of $5,000,000,000the United States. If no such successor agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrowers’ consent) (the “Resignation Effective Date”). (a) If the Person serving as the Administrative Agent is appointed prior a Defaulting Lender pursuant to clause (v) of the definition of Lender Default, the Required Lenders may to the effective date of the resignation of any Appointed Agentextent permitted by applicable law, such Appointed Agent may appoint (but without the need for subject to the consent of the BorrowerBorrowers (not to be unreasonably withheld or delayed), by notice in writing to the Borrowers and such Person remove such Person as the Administrative Agent and, in consultation with the Borrowers, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (b) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the Letter of Credit Issuer under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor agent from among Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring or removed Administrative Agent shall instead be made by or to each Lender and the Letter of Credit Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) or removed Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Barclays Bank PLC as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Barclays Bank PLC as the Collateral Agent. The fees payable by Holdings or the Borrowers (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings or Borrowers and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed 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 or removed Agent was acting as an Appointed Agent. (c) Any resignation by or removal of Barclays Bank PLC as the Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation or removal as Swingline Lender and its Affiliate’s or its resignation or removal, as applicable, as a Letter of Credit Issuer (if such Affiliate or Barclays Bank PLC is a Letter of Credit Issuer). Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Letter of Credit Issuer and Swingline Lender, (b) the retiring Letter of Credit Issuer (if an Affiliate of Barclays Bank PLC is a Letter of Credit Issuer or if Barclays Bank PLC is a Letter of Credit Issuer) and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Credit Documents, and (c) the successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit issued by such Affiliate of the Administrative Agent or the Administrative Agent, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Letter of Credit Issuer (if an Affiliate of Barclays Bank PLC or Barclays Bank PLC is a Letter of Credit Issuer) to effectively assume the obligations of the retiring Letter of Credit Issuer (if an Affiliate or Barclays Bank PLC or Barclays Bank PLC is a Letter of Credit Issuer) with respect to such Letters of Credit.

Successor Agents. Each Appointed The Administrative Agent may resign as an Appointed Administrative Agent upon at least 30 days’ prior notice to the Lenders, the Issuing Lenders and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, agent (which successor agent shall may be an Affiliate of a Lender but may not be a Lender Disqualified Institution), with the consent of the Borrower at all times other than during the existence of an Event of Default (which consent shall not be unreasonably withheld or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000delayed). If no such successor agent shall have been so appointed by the Required Lenders (with, so long as no Event of Default has occurred and is appointed then continuing, the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)) and shall have accepted such appointment prior to the effective date of the resignation of any Appointed the Administrative Agent, such Appointed then the Administrative Agent may appoint (but shall not be obligated to), on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above (including, without the need for limitation, the consent of the Borrower) Borrower at all times other than during the existence of an Event of Default (which consent shall not be unreasonably withheld or delayed)). Whether or not a successor agent has been appointed, such resignation shall become effective in accordance with such notice on such effective date, where (i) the retiring Administrative Agent shall be discharged from among its duties and obligations hereunder and under the Lendersother Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Lenders under any of the Loan Documents, the retiring Administrative Agent may (but shall not be obligated to) 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 instead be made by or to each Lender and Issuing Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxAdministrative Agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed Administrative Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Administrative Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed Administrative Agent’s resignation hereunder as an Appointed Agentand under the other Loan Documents, the provisions of this Article XIII Section and Section 14.10 9.3 shall continue to inure to 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. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, with the consent of the Borrower at all times other than during the existence of an Appointed Event of Default (which consent shall not be unreasonably withheld or delayed), appoint a successor; provided, however, that the occurrence of any event specified in clause (d) of the definition of Defaulting Lender with respect to any direct or indirect parent entity of JPMorgan Chase Bank, N.A., shall not give rise to the Required Lenders having the ability to remove JPMorgan Chase Bank, N.A., as Administrative Agent under hereunder pursuant to this Agreementsentence. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under any of Section 10.1(a), (e), (f) Sections 11.1 or (g) has occurred and 11.5 is continuing) shall , to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank with an office in the United States, or a commercial bank, commercial finance company or an Affiliate of any such bank with an office in the United States (other asset based lender having total assets in excess of $5,000,000,000than any Disqualified 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 Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent) after consulting with the Lenders; provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and the Required Lenders shall appoint a Lender to perform all of the duties of the Agent hereunder until such time as the Lenders shall appoint a successor agent is appointed prior as provided for above. (b) At any time and from time to time, with or without cause, the Required Lenders may to the effective date of the resignation of any Appointed Agentextent permitted by applicable law, such Appointed Agent may appoint (but without the need for subject to the consent of the Borrower (not to be unreasonably withheld or delayed), by notice in writing to the Borrower and the Person then acting as Administrative Agent (or Collateral Agent) remove such Person as the Administrative Agent (or Collateral Agent, as applicable) and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders and the Borrower) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date, (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor agent from among Xxxxxxxxxx Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring or removed 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 (and otherwise subject to the terms above). Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed (or retired) or removed Agent. Except as provided above, any resignation or removal of WT as the Administrative Agent and pursuant to this Section 12.9 shall also constitute the term “Appointed resignation or removal of WT as the Collateral Agent” shall mean . The fees payable by the Borrower (following the effectiveness of such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed ) to such Agent shall be terminatedthe same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed 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 or removed Agent was acting as an Appointed Agent under this AgreementAgent.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under any of Section 10.1(a), (e), (f) Sections 11.1 or (g) has occurred and 11.5 is continuing) shall , to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank with an office in the United States, or a commercial bank, commercial finance company or other asset based lender having total assets an Affiliate of any such bank with an office in excess of $5,000,000,000the United States. If no such successor agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b) If the Person serving as the Administrative Agent is appointed prior a Defaulting Lender pursuant to clause (v) of the definition of Lender Default, the Required Lenders may to the effective date of the resignation of any Appointed Agentextent permitted by applicable law, such Appointed Agent may appoint (but without the need for subject to the consent of the Borrower (not to be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person remove such Person as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor agent from among Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring or removed 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 its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) or removed Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Xxxxxx Xxxxxxx Senior Funding, Inc. as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Xxxxxx Xxxxxxx Senior Funding, Inc. as the Collateral Agent. The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed 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 or removed Agent was acting as an Appointed Agent under this AgreementAgent.

Successor Agents. Each Appointed (a) The Administrative Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the Borrower. In Borrowers (with a copy to the event any Appointed Agent sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower Collateral Administrator and the Required LendersMaster Collateral Agent). Subject to the foregoing, if an Appointed Agent resigns or is removed under this AgreementUpon receipt of any such notice of resignation, the Required Lenders (shall have the right, with the prior consent (provided no Event of Default has occurred and is continuing) of the Borrower, Borrowers (such consent not to be unreasonably withheld or delayed), 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 thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders with the consent of the Borrowers (such consent not to be required if an Event of Default under any of Section 10.1(aunreasonably withheld or delayed)) (the “Resignation Effective Date”), then the retiring Administrative Agent may (ebut shall not be obligated to), (f) or (g) has occurred and is continuing) shall in consultation with the Borrowers, on behalf of the Lenders, appoint from among the Lenders a successor agentAdministrative Agent meeting the qualifications set forth above. For the avoidance of doubt, which whether or not a successor agent Administrative Agent has been appointed, the retiring Administrative Agent’s resignation shall nonetheless become effective in accordance with such notice of resignation on the Resignation Effective Date. With effect from the Resignation Effective Date, (a) the retiring Administrative Agent shall be a Lender or a commercial bank, commercial finance company or discharged from its duties and obligations hereunder and under the other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior Loan Documents and (b) except for any indemnity payments owed to the effective date of the resignation of any Appointed retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such Appointed Agent may time, if any, as the Required Lenders appoint (but without the need for the consent of the Borrower) a successor agent from among the LendersAdministrative Agent as provided for above. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxAdministrative Agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Administrative Agent and (other than any rights to indemnity payments owed to the term “Appointed retiring Administrative Agent” shall mean such successor agent ), and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Administrative Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After any the retiring Appointed Administrative Agent’s resignation hereunder as an Appointed Agentand under the other Loan Documents, the provisions of this Article XIII 8 and Section 14.10 10.04 shall continue to inure to in effect for the benefit of such retiring Administrative Agent, its benefit as to 136 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 an Appointed acting as the Administrative Agent. (b) The Collateral Administrator may at any time resign at any time upon at least 30 days’ prior written notice to the Borrowers and the Administrative Agent; provided that, no resignation of the Collateral Administrator will be permitted unless a successor Collateral Administrator has been appointed. Promptly after receipt of notice of the Collateral Administrator’s resignation, the Administrative Agent shall promptly appoint a successor Collateral Administrator (which successor Collateral Administrator shall be reasonably acceptable to the Required Lenders and, so long as no Event of Default under Section 7.01(b), (f), (g) or (o) has occurred and is continuing, the Borrowers) by written instrument, copies of which instrument shall be delivered to the Borrowers, the Master Collateral Agent, the resigning Collateral Administrator and to the successor Collateral Administrator. In the event no successor Collateral Administrator shall have been appointed within 30 days after the giving of notice of such resignation, the Collateral Administrator may petition any court of competent jurisdiction to appoint a successor Collateral Administrator. The Administrative Agent upon at least 30 days’ prior written notice to the Collateral Administrator and the Borrowers, may with or without cause remove and discharge the Collateral Administrator or any successor Collateral Administrator thereafter appointed from the performance of its duties under this Agreement. Promptly after giving notice of removal of the Collateral Administrator, the Administrative Agent shall appoint, or petition a court of competent jurisdiction to appoint, a successor Collateral Administrator (which successor Collateral Administrator shall be reasonably acceptable to the Required Lenders and, so long as no Event of Default under Section 7.01(b), (f), (g) or (o) has occurred and is continuing, the Borrowers). Any such appointment shall be accomplished by written instrument and a copy shall be delivered to the Collateral Administrator and the successor Collateral Administrator, the Borrowers and the Master Collateral Agent. (c) The Master Collateral Agent may resign, and in any such event shall be replaced, in accordance with the terms of the Collateral Agency and Accounts Agreement. (d) In the event that the Depositary shall no longer have the deposit rating necessary for the Payment Account and Reserve Account to be Eligible Deposit Accounts, Loyalty Co shall be permitted to and shall promptly, and in any event within 30 days (as such deadline may be extended by the Master Collateral Agent (acting at the direction of the Collateral Controlling Party)) of (A) a Responsible Officer of Delta or Loyalty Co obtaining knowledge of such ratings change or (B) receipt by a Borrower of notice from the Administrative Agent of such ratings change, move the Payment Account and the Reserve Account, as applicable, to a depository institution (i) selected by Loyalty Co that that has the deposit rating necessary for the Payment Account and Reserve Account to be Eligible Deposit Accounts or (ii) that is otherwise approved by the Administrative Agent, and will cause such depositary institution to execute an Account Control Agreement.

Successor Agents. Each Appointed Agent may resign as an Appointed Agent upon at least 30 days’ prior notice (a) Any corporation or association which succeeds to the Lenders and the Borrower. In the event any Appointed municipal corporate trust business of an Agent sells all of its Loans and/or Commitments as part of a whole or substantially as a whole, whether by sale, merger, consolidation or otherwise, shall thereby become vested with all the property, rights, powers and duties thereof under this Trust Indenture, without any further act or conveyance and without the execution or filing of any paper with any party hereto except where an instrument of transfer or other disposition assignment is required by law to effect such Appointed Agent of substantially all of its loan portfoliosuccession, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject anything herein to the foregoing, if contrary notwithstanding. (b) In case an Appointed Agent resigns or is removed or becomes incapable of acting, or becomes bankrupt or insolvent, or if a receiver, liquidator or conservator of an Agent or of its property is appointed, or if a public officer takes charge or control of an Agent, or of its property or affairs, then such Agent (or receiver, liquidator, conservator or officer) shall with due care terminate its activities hereunder and a successor may, or in the case of the Trustee shall, be appointed by the Authority. The Authority shall notify the Holders and the Rating Agencies of the appointment of a successor Trustee in writing within 20 days from the appointment. The Authority will promptly certify to the successor Trustee that it has given such notice to all Holders and such certificate will be conclusive evidence that such notice was given as required hereby. If no appointment of a successor Trustee is made within 45 days after the giving of written notice in accordance with Section 8.05 or after the occurrence of any other event requiring or authorizing such appointment, the outgoing Trustee or any Holder may apply to any court of competent jurisdiction, at the expense of the Authority, for the appointment of such a successor, and such court may thereupon, after such notice, if any, as such court may deem proper, appoint such successor. Any successor Trustee appointed under this Agreement, the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent section shall be a Lender trust company or a commercial bankbank having the powers of a trust company, commercial finance company or other asset based lender located in the State, having total assets in excess a capital and surplus of not less than $5,000,000,00050,000,000. If no Any such successor agent is appointed prior to Trustee shall notify the effective date Authority of its acceptance of the resignation of any Appointed Agentappointment and, upon giving such Appointed Agent may appoint (but without the need for the consent of the Borrower) a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxnotice, such successor agent shall succeed to become Trustee, vested with all the property, rights, powers and duties of the retiring Appointed Agent Trustee hereunder, without any further act or conveyance. Such successor Trustee shall execute, deliver, record and file such instruments as are required to confirm or perfect its succession hereunder and any predecessor Trustee shall from time to time execute, deliver, record and file such instruments as the term “Appointed Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminated. After incumbent Trustee may reasonably require to confirm or perfect any retiring Appointed Agent’s resignation hereunder as an Appointed Agent, the provisions of this Article XIII and Section 14.10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreementsuccession hereunder.

Successor Agents. (a) Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with shall have the prior right, subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld and such consent not to be required if an or delayed) so long as no Event of Default under any of Section 10.1(a), (e), (f) 11.1 or (g) has occurred and 11.5 is continuing) shall , to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank with an office in the United States, or a commercial bank, commercial finance company or other asset based lender having total assets an Affiliate of any such bank with an office in excess of $5,000,000,000the United States. If no such successor agent is shall have been so appointed prior by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above (including receipt of the Borrower’s consent); provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice. (b) If the Person serving as the Administrative Agent becomes subject to an Agent-Related Distress Event, the Required Lenders may to the effective date of the resignation of any Appointed Agentextent permitted by applicable law, such Appointed Agent may appoint (but without the need for subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, by notice in writing to the Borrower and such Person remove such Person as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders issuers under any of the Credit Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor agent from among Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Lendersretiring or removed 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 its a successor’s appointment as successor agent xxxxxxxxxthe Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed Agent and the term “Appointed (or retired) or removed Agent” shall mean such successor agent , and the retiring Appointed Agent’s appointment, powers and duties as an Appointed or removed Agent shall be terminateddischarged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). Except as provided above, any resignation or removal of Credit Suisse, AG, Cayman Islands Branch as the Administrative Agent pursuant to this Section 12.9 shall also constitute the resignation or removal of Credit Xxxxxx XX, Xxxxxx Xxxxxxx Xxxxxx as the Collateral Agent. The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed or removed Agent’s resignation or removal hereunder as an Appointed Agentand under the other Credit Documents, the provisions of this Article XIII Section 12 (including Section 12.7) and Section 14.10 13.5 shall continue to inure to in effect for the benefit of such retiring or removed 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 or removed Agent was acting as an Appointed Agent under this AgreementAgent.

Successor Agents. Each Appointed (a) Subject to the terms of this Section 12.05, each Agent may resign as an Appointed Agent may, upon at least 30 thirty (30) days’ prior notice to the Lenders and the Borrower, resign as Administrative Agent or Collateral Agent, as applicable. In If an Agent shall resign, then the event Required Xxxxxxx shall appoint a successor agent. If for any Appointed Agent sells all reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of its Loans and/or Commitments as part notice of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolioresignation, such Appointed Agent may appoint a successor agent. The appointment of any successor Agent shall resign as an Appointed Agent and such purchaser or transferee shall become be subject to the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request prior written consent of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreement, the Required Lenders (with the prior which consent of the Borrower, such consent shall not to be unreasonably -146- withheld and such consent not to be required if an Event of Default under any of Section 10.1(aor delayed), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for ; provided that the consent of the BorrowerBorrower to any such appointment shall not be required if (i) a Material Default oran Event of Default shall have occurred and is continuing (other than with respect to a MS Competitor) or (ii) if such successor agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be effective upon the appointment of a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Appointed Agent and the term “Appointed Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminatedthis Section 12.05. After the effectiveness of any retiring Appointed Agent’s resignation hereunder as an Appointed Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article XIII and Section 14.10 XII shall continue to inure to in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreement and under the other Facility Documents. If no successor Collateral Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within sixty days after giving of notice of resignation by the Collateral Agent, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. (b) Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Successor Agents. Each Appointed The Administrative Agent may resign as an Appointed the Administrative Agent and Collateral Agent upon at least 30 thirty (30) days’ prior notice to the Lenders and the Borrower. In , and the event any Appointed Revolver Agent sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall may resign as an Appointed the Revolver Agent and such purchaser or transferee shall become upon thirty (30) days’ notice to the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower Revolving Credit Lenders and the Required LendersBorrower. Subject to If the foregoing, if an Appointed Collateral Agent resigns or is removed under this Agreement, the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agentagent for the Lenders, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be a Lender unreasonably withheld or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000delayed). If no successor agent is appointed prior to the effective date of the resignation of any Appointed the Collateral Agent, such Appointed the Collateral Agent may appoint (but without appoint, after consulting with the need for the consent of Lenders and the Borrower) , a successor agent from among the Lenders. Upon If the Administrative Agent resigns under this Agreement, the Required Xxxx Xxxxxxx shall appoint from among the Lenders a successor agent for the Lenders, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Xxxx Xxxxxxx and the Borrower, a successor agent from among the Lenders. If the Revolver Agent resigns under this Agreement, the Required Revolving Credit Lenders shall appoint from among the Revolving Credit Lenders a successor agent for the Revolving Credit Lenders, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Revolver Agent, the Revolver Agent may appoint, after consulting with the Revolving Credit Lenders and the Borrower, a successor agent from among the Revolving Credit Lenders. In each case, upon the acceptance of its appointment as successor agent xxxxxxxxxhereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Administrative Agent, Collateral Agent or Revolver Agent, as applicable and the term “Appointed Collateral Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment”, powers and duties as an Appointed Agent shall be terminated. After any retiring Appointed Agent’s resignation hereunder as an Appointed Agent, the provisions of this Article XIII and Section 14.10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreement.“

Successor Agents. (a) Each Appointed of the Administrative Agent or the Collateral Agent may resign as an Appointed Agent upon at least 30 days’ prior any time give notice of its resignation to the Lenders and the Borrower. In the event Upon receipt of any Appointed Agent sells all such notice of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreementresignation, the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a7.01(b), (ec), (fh) or (gi) has occurred and is continuing) shall have the right to appoint from among the Lenders a successor agentsuccessor, which successor agent shall be a Lender bank with an office in the United States, or a commercial bank, commercial finance company or other asset based lender having total assets an Affiliate of any such bank with an office in excess of $5,000,000,000the United States. If no such successor agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent or Collateral Agent gives notice of its resignation, (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent or Collateral Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that in no event shall any such successor Administrative Agent or Collateral Agent be a Disqualified Institution or a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. (b) If the Person serving as the Administrative Agent is appointed prior a Defaulting Lender pursuant to clause (d) of the definition of Defaulting Lender, the Required Lenders may to the effective date extent permitted by Requirement of the resignation of any Appointed AgentLaw, such Appointed Agent may appoint (but without the need for subject to the consent of the Borrower (not to be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person, remove such Person as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (1) the retiring or removed Administrative Agent or retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral security held by the Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such Collateral security until such time as a successor agent from among of such Collateral Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the Lendersretiring or removed Administrative Agent or retiring Collateral Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of its a successor’s appointment as successor agent xxxxxxxxxAdministrative Agent or Collateral Agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Appointed or removed Administrative Agent and or Collateral Agent, as applicable (other than any rights to indemnity payments or other amounts owed to the term “Appointed retiring Administrative Agent or retiring Collateral Agent” shall mean such successor agent , as applicable, as of the Resignation Effective Date or the Removal Effective Date, as applicable, including under Section 2.17(c)), and the retiring Appointed or removed Administrative Agent or retiring Collateral Agent’s appointment, powers as applicable, shall be discharged from all of its duties and duties obligations hereunder or under the other Loan Documents (if not already discharged therefrom as an Appointed provided above in this Section 8.06). The fees payable by the Borrower to a successor Administrative Agent or Collateral Agent shall be terminatedthe same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Appointed or removed Administrative Agent’s or Collateral Agent’s resignation hereunder as an Appointed Agentand under the other Loan Documents, the provisions of this Article XIII VIII and Section 14.10 9.05 shall continue to inure to in effect for the benefit of such retiring or removed Administrative Agent or Collateral Agent, as applicable, 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 (i) while it the retiring or removed Administrative Agent or Collateral Agent was an Appointed acting as Administrative Agent or Collateral Agent, as applicable, and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under this Agreementthe other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Successor Agents. Each Appointed of the Administrative Agent and the Collateral Agent may resign as an Appointed the Administrative Agent or the Collateral Agent, as applicable upon at least 30 thirty (30) days’ prior notice to the Lenders and the Borrower. In Lead Borrower and if either the event any Appointed Administrative Agent sells all of its Loans and/or Commitments as part of a sale, transfer or other disposition by such Appointed the Collateral Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes is a Defaulting Lender, the Lead Borrower may remove such Appointed Agent may be removed at Defaulting Lender from such role upon ten (10) days’ notice to the reasonable request of the Borrower and the Required Lenders. Subject to If the foregoing, if an Appointed Administrative Agent or the Collateral Agent resigns under this Agreement or is removed under this Agreementby the Lead Borrower, the Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agentagent for the Lenders, which successor agent agent (1) shall be (a) a Lender “financial institution” within the meaning of Treasury Regulation section 1.1441-1(c)(5) and (b) either (i) a United States person (as defined in Section 7701(a)(30) of the Code) or (ii) a commercial bank, commercial finance company United States branch that is eligible to assume primary responsibility for United States federal withholding with respect to payments received on behalf of lenders pursuant to Treasury Regulation section 1.1441-1(b)(2)(iv)(A) and (2) shall be consented to by the Lead Borrower at all times other than during the existence of an Event of Default under Sections 8.01(f) (which consent of the Lead Borrower shall not be unreasonably withheld or other asset based lender having total assets in excess of $5,000,000,000delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of any Appointed the Administrative Agent or the Collateral Agent, such Appointed as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Lead Borrower, in the case of a removal may appoint appoint, after consulting with the Lenders and the Lead Borrower (but without in the need for the consent case of the Borrower) a resignation), a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxxhereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Appointed Administrative Agent or retiring Collateral Agent and the term “Appointed Administrative Agent” or “Collateral Agent” shall mean such successor administrative agent or collateral agent and/or Supplemental Agent, as the case may be, and the retiring Appointed Administrative Agent’s or Collateral Agent’s appointment, powers and duties as an Appointed the Administrative Agent or Collateral Agent shall be terminated. After any the retiring Appointed Administrative Agent’s or the Collateral Agent’s resignation or removal hereunder as an Appointed the Administrative Agent or Collateral Agent, the provisions of this Article XIII 9 and Section 14.10 the provisions of Sections 10.04 and 10.05 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appointed the Administrative Agent or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or ten (10) days following the Lead Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article 9 and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as a L/C Issuer and Swing Line Lender pursuant to Sections 2.03(q) and 2.04(h).

Successor Agents. Each Appointed (a) Subject to the terms of this Section 12.05, each Agent may resign as an Appointed Agent may, upon at least 30 thirty (30) days’ prior notice to the Lenders and the Borrower, resign as Administrative Agent or Collateral Agent, as applicable. In If an Agent shall resign, then the event Required Lenders shall appoint a successor agent. If for any Appointed Agent sells all reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of its Loans and/or Commitments as part notice of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolioresignation, such Appointed Agent may appoint a successor agent. The appointment of any successor Agent shall resign as an Appointed Agent and such purchaser or transferee shall become be subject to the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, such Appointed Agent may be removed at the reasonable request prior written consent of the Borrower and the Required Lenders. Subject to the foregoing, if an Appointed Agent resigns or is removed under this Agreement, the Required Lenders (with the prior which consent of the Borrower, such consent shall not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(aor delayed), (e), (f) or (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint (but without the need for ; provided that the consent of the BorrowerBorrower to any such appointment shall not be required if (i) a Default or Event of Default shall have occurred and is continuing or (ii) if such successor agent is a Lender or an Affiliate of such Agent or any Lender. Any resignation of an Agent shall be effective upon the appointment of a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent xxxxxxxxx, such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Appointed Agent and the term “Appointed Agent” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be terminatedthis Section 12.05. After the effectiveness of any retiring Appointed Agent’s resignation hereunder as an Appointed Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article XIII and Section 14.10 XII shall continue to inure to in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreement and under the other Facility Documents. If no successor Collateral Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within sixty days after giving of notice of resignation by the Collateral Agent, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. (b) Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.