Common use of Successor Agents Clause in Contracts

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Lenders and the Borrower. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders shall have the right, with subject to the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)) so long as no Default under Section 11.1 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 thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) may on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders, appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bankmeeting the qualifications set forth above. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder hereunder, and upon the transfer by a successorthe retiring (or retired) Agent to the successor Agent of all sums, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent under the Loan Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative (or retired) Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to a successor Administrative such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article Section 12 (including 12.7) and Section 10.04 13.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred and or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, in consultation with the consent (provided no Event of Default or Default has occurred or is continuing) Borrower, on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders, appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.

Successor Agents. Subject The Agent may, at any time, resign upon 30 days’ written notice to the appointment and acceptance of Lenders. If the Agent resigns under a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative AgentLoan Document, the Required Lenders shall have appoint from among the rightLenders a successor Agent, with which successor Agent, if other than a Committed Lender, shall be consented to by the consent (provided no Borrower at all times other than during the existence of an Event of Default or Default has occurred and is continuing) (which consent of the Borrower (such consent shall not to be unreasonably withheld or delayed), to appoint a successor. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment within thirty (30) days after prior to the retiring Administrative Agent gives notice effective date of its resignationthe resignation of the resigning Agent, then the retiring Administrative resigning Agent mayshall have the right, after consulting with the consent (provided no Event of Default or Default has occurred or is continuing) of Lenders and the Borrower (such consent not Borrower, to be unreasonably withheld or delayed), appoint a successor Administrative Agent; provided such successor Agent which shall be is a Lender hereunder or a commercial bank institution organized under the laws of the United States and has a combined capital and surplus of at least $500,000,000. If no successor Agent is appointed prior to the effective date of the resignation of the resigning Agent, the resigning Agent may appoint, after consulting with an office in New Yorkthe Lenders and the Borrower, New York, or an Affiliate of any such banka successor Agent from among the Lenders. Upon the acceptance of its any appointment as Administrative an Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by as an Agent, as appropriate, under this Agreement and the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower other Loan Documents and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 10.09 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting an Agent under this Agreement. If no successor Agent has accepted appointment as an Administrative Agent within 60 days after the retiring Agent’s giving notice of resignation, the retiring Agent’s resignation shall nevertheless become effective and the Lenders shall perform all duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent as provided for above.

Successor Agents. Subject to the appointment and acceptance Each of a successor agent as provided in this paragraph, the Administrative Agent and Collateral Agent may resign at any time by notifying the Lendersother Agent, the Issuing Lenders and the Borrower. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders shall have the right, with subject to the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)) so long as no Specified Default has occurred and 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 thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent maymay 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 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 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 a Specified Default) the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), withheld) appoint a successor Administrative Agent which shall be a bank institution with an office Agents as provided for above in New York, New York, or an Affiliate of any such bankthis paragraph. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder 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 a successorthe Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative (or retired) Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder 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 a successor Administrative such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Article Section 12 (including Section 12.7) and Section 10.04 13.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Agent was acting as an Administrative Agent.

Successor Agents. Subject to The Administrative Agent and the appointment and acceptance of a successor agent Collateral Agent may resign as provided in this paragraph, the Administrative Agent may resign at any time by notifying or the Collateral Agent, as applicable, upon thirty (30) days’ notice to the Borrowers’ Agent and the Lenders. If the Administrative Agent or the Collateral Agent shall resign as the Administrative Agent or the Collateral Agent, the Issuing Lenders as applicable, under this Agreement and the Borrower. Upon any such resignation by the Administrative Agentother Loan Documents, then the Required Lenders shall have appoint BMO Hxxxxx Bank N.A. as the rightreplacement Agent in such capacity; provided that the Credit Exposure Percentage of BMO Hxxxxx Bank with respect to the Facilities at such time is not less than 35%, with unless BMO Hxxxxx Bank N.A. is not willing to serve in such capacity, in which case the consent Required Lenders shall appoint from among the Lenders (provided unless no Event of Default or Default has occurred and Lender is continuing) of the Borrower (willing to act as such consent not to Agent, in which case such Agent may be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed any Person approved by the Required Lenders and shall have accepted such appointment within thirty (30Lenders) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent or Collateral Agent, as applicable, for the Lenders, which successor Administrative Agent or Collateral Agent shall be a bank institution with approved by the Borrowers’ Agent (which approval shall not be unreasonably withheld and shall not be required during the continuance of an office in New YorkEvent of Default), New York, or an Affiliate of any whereupon such bank. Upon the acceptance of its appointment as successor Administrative Agent hereunder by a successor, such successor or Collateral Agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring term “Administrative Agent Agent” or “Collateral Agent”, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a mean such successor Administrative Agent or the Collateral Agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the same part of such former Administrative Agent or Collateral Agent, as those payable applicable, or any of the parties to its predecessor unless otherwise agreed between this Agreement or any holders of the Borrower and such successorLoans or other Obligations. After the any retiring Administrative Agent’s or Collateral Agent’s resignation hereunderas Administrative Agent or Collateral Agent, the provisions of this Article and Section 10.04 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting Administrative Agent or Collateral Agent, as an applicable, under this Agreement and the other Loan Documents. If no successor Administrative Agent or Collateral Agent has accepted appointment as Administrative Agent or Collateral Agent by the date which is thirty (30) days following a retiring Administrative Agent’s or Collateral Agent’s, as applicable, notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Administrative Agent or Collateral Agent, as applicable, hereunder and under the other Loan Documents until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agents. (a) Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the BorrowerBorrower as to such resignation. Upon any such resignation by the Administrative Agent, the Required Lead Lenders shall have the right, with the consent (provided that no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lead Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which with respect to the scope of its resignation which, in the case of the retiring Administrative Agent, shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of for which the retiring Administrative AgentAgent is retiring, and the retiring Administrative Agent shall be discharged from its such duties and obligations hereunderhereunder and under the other Loan Documents that are applicable thereto (but not, for the avoidance of doubt, any rights, powers, privileges and duties from which the Administrative Agent is not resigning). 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 among the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article 8 and Section ‎Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent. (b) Notwithstanding Section 8.05(a), in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (1) the retiring Administrative Agent shall be discharged from such duties and obligations hereunder and under the other Loan Documents that are applicable thereto (but not, for the avoidance of doubt, any rights, powers, privileges and duties from which the Administrative Agent is not resigning); provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document, if applicable, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Lenders, and continue to be entitled to the rights set forth in such Collateral Documents and the Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that to the extent the retiring Administrative Agent resigned from such duty, the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (2) the Lead Lenders shall succeed to and become vested with all the rights, powers, privileges and duties from which such Administrative Agent retired (but not, for the avoidance of doubt, any rights, powers, privileges and duties from which such Administrative Agent is not resigning); provided that (a) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (b) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article 8 and ‎Section 10.04, as well as any exculpatory, reimbursement and ‎indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of the retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent and in respect of the matters referred to in the proviso under ‎Section 8.07(a). (c) The Collateral Agent may resign or be removed and a replacement Collateral Agent appointed all in accordance with Sections 8.05(a) and (b) as applies to the Administrative Agent mutatis mutandis. Following the effectiveness of the Collateral Agent’s resignation or removal from its capacity as such, the provisions of this Article 8 and ‎Section 10.04, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of the 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. (a) Subject to the appointment and acceptance of a successor agent as provided in this paragraphbelow, each of the Administrative Agent and the Collateral Agent may resign at any time by notifying giving notice thereof to the Lendersother Agent, the Issuing Lenders and the Borrower, and each such Agent may be removed at any time with or without cause by the Majority Lenders. So long as no Default or Event of Default has occurred and is continuing, the Borrower may make a request in writing to the Lenders for the removal of an Agent, stating its reasons for such requested removal, but such removal shall in any event require the affirmative vote of the Majority Lenders in their sole and absolute discretion. Upon any such resignation by the Administrative Agentor removal, the Required Majority Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld withheld, delayed or delayed), conditioned) to appoint a successorsuccessor to the applicable Agent. If no successor Agent shall have been so appointed by the Required Lenders Majority Lenders, and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives resigning Agent’s giving of notice of its resignationresignation or the giving of any notice of removal of any such Agent, then the retiring Administrative resigning Agent mayor Agent being removed, with as the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)case may be, may appoint a successor Administrative to such Agent. If the Collateral Agent which shall resign or be removed pursuant to the foregoing provisions, upon the acceptance of appointment by a bank institution with an office successor Collateral Agent hereunder, the former Collateral Agent shall deliver all Collateral then in New York, New York, or an Affiliate of any such bankits possession to the successor Collateral Agent. Upon the acceptance of its appointment as Administrative a successor Agent hereunder by a successorhereunder, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative such resigning or removed Agent, and the retiring Administrative such resigning Agent or removed Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. . (b) After the retiring Administrative any Agent’s resignation hereunderor removal, the provisions of this Article 12 and Section 10.04 of Sections 13.1 and 13.2 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance (a) Each of a successor agent as provided in this paragraph, the Administrative Agent and the Collateral Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Lenders Letter of Credit Issuer and the BorrowerHoldings. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders shall have the right, with subject to the consent of the Borrowers (provided not to be unreasonably withheld or delayed) so long as no Event of Default under Sections 11.1 or Default has occurred and 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 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 a Defaulting Lender pursuant to clause (v) of the Borrower definition of “Lender Default,” the Required Lenders may to the extent permitted by applicable law, subject to the consent of the Borrowers (such consent 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 thirty 30 days (30or such earlier day as shall be agreed by the Required Lenders) days after (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 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 gives notice shall instead be made by or to each Lender and the Letter of its resignationCredit Issuer directly, then until such time as the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), Required Lenders appoint a successor Administrative Agent which shall be a bank institution with an office as provided for above in New York, New York, or an Affiliate of any such bankthis paragraph. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder 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 a successorthe Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative (or retired) or removed Agent (except for any indemnity payments or other amounts owed to the retiring (or removed) Agent), and the retiring Administrative or removed Agent shall be discharged from all of its duties and obligations hereunderhereunder 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 Borrower Borrowers (following the effectiveness of such appointment) to a successor Administrative such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Holdings or Borrowers and such successor. After the retiring Administrative or removed Agent’s resignation hereunderor removal hereunder and under the other Credit Documents, the provisions of this Article Section 12 (including Section 12.7) and Section 10.04 13.5 shall continue in effect for the benefit of such retiring Administrative or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring or removed Agent was acting as an 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 the 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. Subject Any may resign as such upon 30 days’ notice to the appointment and acceptance of a successor agent as provided in Lenders. If any Agent resigns under this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative AgentAgreement, the Required Lenders shall have the rightshall, with the consent (provided so long as no Event of Default or Default has occurred and is continuingexists) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent of Borrower Representative (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent which may not to be unreasonably withheld or delayed), appoint from among the Lenders a successor Administrative Agent which shall be for the Lenders. If no successor agent is appointed prior to the effective date of the resignation of an Agent, such Agent may appoint, after consulting with the Lenders and Borrower Representative, a bank institution with an office in New York, New York, or an Affiliate of any such banksuccessor agent from among the Lenders. Upon the acceptance of its appointment as Administrative Agent hereunder by a successorsuccessor agent under this Agreement, such that successor shall agent will succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the term “Administrative Agent” or “Collateral Agent,” as applicable, will mean that successor agent, and the retiring Administrative Agent’s appointment, powers and duties as Agent shall will be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorterminated. After the any retiring Administrative Agent’s resignation hereunderunder this Agreement as an Agent, the provisions of this Article Section 14.10 and Section 10.04 shall continue in effect for the Sections 15.5 and 15.17 will inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting an Agent under this Agreement. If no successor agent has accepted appointment as an Administrative successor agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation will nevertheless thereupon become effective and the Required Lenders shall perform all of the duties of the retiring Agent under this Agreement until such time, if any, as the Required Xxxxxxx appoint a successor agent as provided for above.

Successor Agents. (a) Subject to the appointment and acceptance terms of a successor agent as provided in this paragraphSection 11.05, each Agent may, upon thirty (30) days’ notice to the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the , resign as Administrative Agent or Collateral Agent, as applicable. If an Agent shall resign, then the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successorsuccessor agent. If no for any reason a successor shall have been agent is not so appointed by the Required Lenders and shall have accepted does not accept such appointment within thirty (30) days after the retiring Administrative Agent gives of notice of its resignation, then such Agent may appoint a successor agent. The appointment of any successor Agent shall be subject to the retiring Administrative Agent may, with the prior written consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such which consent shall not to be unreasonably withheld or delayed), appoint ; provided that the consent of the Borrower to any such appointment shall not be required if (i) an Event of Default shall have occurred and is continuing or (ii) if such successor agent is a successor Administrative Agent which shall be a bank institution with an office in New York, New York, Lender or an Affiliate of such Agent or any such bankLender. Upon Any resignation of an Agent shall be effective upon the acceptance appointment of its appointment a successor agent pursuant to this Section 11.05. After the effectiveness of any retiring Agent’s resignation hereunder as Administrative Agent hereunder by a successorAgent, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by hereunder and under the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower other Facility Documents and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 XII shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in with respect of to any actions taken or omitted to be taken by any of them it while it was acting 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 and assets of the Collateral Agent substantially as an 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). 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 capacity as 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.

Successor Agents. Subject to the appointment and acceptance Each of a successor agent as provided in this paragraph, the Administrative Agent and Collateral Agent may resign at any time by notifying the other Agent, the Lenders, the Issuing Lenders Letter of Credit Issuers and the Borrower. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders shall have the right, with subject to the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (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) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent maymay on behalf of the Lenders and the Letter of Credit Issuers, appoint a successor Agent meeting the qualifications set forth above; provided that if such 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 (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 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 a Default or Event of Default) the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), withheld) appoint a successor Administrative Agent which shall be a bank institution with an office Agents as provided for above in New York, New York, or an Affiliate of any such bankthis paragraph. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder 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 a successorthe Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative (or retired) Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder 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 a successor Administrative such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Article Section 12 (including 12.7) and Section 10.04 13.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Agent was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign at any time by notifying as Administrative Agent and the Lenders, Collateral Agent may resign as Collateral Agent upon 20 days’ prior written notice to the Issuing Lenders and the BorrowerCompany. Upon any such resignation by If the Administrative AgentAgent shall resign as Administrative Agent or the Collateral Agent shall resign as Collateral Agent under this Agreement and the other Credit Documents, then the Required Lenders shall have appoint from among the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent or successor Collateral Agent, as applicable, which successor agent shall, in each case, be approved by the Company (which approval shall not be a bank institution with an office in New Yorkunreasonably withheld) so long as no Default or Event of Default is continuing, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, whereupon such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent or the Collateral Agent, as the case may be, and the retiring term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be discharged from its duties and obligations hereunder. The fees payable by terminated, without any other or further act or deed on the Borrower to a successor part of such former Administrative Agent shall be or Collateral Agent, as the same as those payable case may be, or any of the parties to its predecessor unless otherwise agreed between this Agreement or any holders of the Borrower and such successorLoans. After the any retiring Administrative Agent’s or Collateral Agent’s resignation hereunderas Administrative Agent or Collateral Agent, as the case may be, the provisions of this Article and Section 10.04 14 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Administrative AgentAgent or Collateral Agent under this Agreement and the other Credit Documents.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign at any time by notifying give notice of its resignation to the LendersParticipants, the Issuing Lenders Issuers and the BorrowerApplicants. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders Requisite Participants shall have the right, in consultation with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)Applicants, to appoint a successor, which shall be a bank (other than a Defaulting Participant), or an Affiliate of any such bank (such successor, the “Successor Agent”). If no successor shall have been so appointed by the Required Lenders Requisite Participants and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) may on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Participants and the Issuers, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Applicants and the Participants 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 a bank institution with an office discharged from its duties and obligations hereunder and under the other Credit Documents (except that in New York, New York, or an Affiliate the case of any collateral security held by the Administrative Agent on behalf of or for the benefit of the Participants or the Issuers under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such bankcollateral security and the rights and obligations under the Parallel Debt until such time as a successor Administrative Agent is appointed and all rights and obligations of the retiring Administrative Agent under the Parallel Debt have been assigned and assumed by such successor Administrative Agent) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent (other than, for the avoidance of doubt, with respect to the Parallel Debt) shall instead be made by or to each applicable Participant and each applicable Issuer directly, until such time as the Requisite Participants appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties (including all rights and obligations with respect to the Parallel Debt) of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this paragraph). Each party to the Collateral Documents governed by Dutch law shall enter into any documents as reasonably necessary or reasonably requested by the successor Collateral Agent to ensure that the successor Collateral Agent shall have substantially the same rights and obligations under the Collateral Documents governed by Dutch law as it would have had if such successor had been an original party thereto. The fees payable by the Borrower Applicants to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Applicants and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Article X and Section 10.04 Sections 11.3 and 11.4 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as an Administrative Agent.

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

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative each Agent may resign at any time by notifying the other Agent, the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative such Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which, in the case of the retiring Administrative Agent which Agent, shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.

Successor Agents. Subject Any may resign as such upon 30 days’ notice to the appointment and acceptance of a successor agent as provided in Lenders. If any Agent resigns under this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative AgentAgreement, the Required Lenders shall have the rightshall, with the consent (provided so long as no Event of Default or Default has occurred and is continuingexists) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent of Borrower Representative (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent which may not to be unreasonably withheld or delayed), appoint from among the Lenders a successor Administrative Agent which shall be for the Lenders. If no successor agent is appointed prior to the effective date of the resignation of an Agent, such Agent may appoint, after consulting with the Lenders and Borrower Representative, a bank institution with an office in New York, New York, or an Affiliate of any such banksuccessor agent from among the Lenders. Upon the acceptance of its appointment as Administrative Agent hereunder by a successorsuccessor agent under this Agreement, such that successor shall agent will succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the term “Administrative Agent” or “Collateral Agent,” as applicable, will mean that successor agent, and the retiring Administrative Agent’s appointment, powers and duties as Agent shall will be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorterminated. After the any retiring Administrative Agent’s resignation hereunderunder this Agreement as an Agent, the provisions of this Article Section 14.10 and Section 10.04 shall continue in effect for the Sections 15.5 and 15.17 will inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting an Agent under this Agreement. If no successor agent has accepted appointment as an Administrative successor agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation will nevertheless thereupon become effective and the Required Lenders shall perform all of the duties of the retiring Agent under this Agreement until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the BorrowerCo-Borrowers. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower Co-Borrowers (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower Co-Borrowers (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower Co-Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Co-Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance Each of a successor agent as provided in this paragraph, the Administrative Agent and Collateral Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Lenders L/C Issuer and the BorrowerBorrowers. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders shall have the right, with subject to the reasonable consent (provided of the Borrowers so long as no Event of Default under Section 7.01(h) or Default has occurred and (i) is continuing) of the Borrower (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) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) may on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders and the L/C Issuer, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that if the retiring Agent shall notify the Borrowers 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 Agent shall be a bank institution with an office discharged from its duties and obligations hereunder and under the other Loan Documents (except in New York, New York, or an Affiliate the case of the Collateral Agent holding collateral security on behalf of any Secured Parties, the retiring Collateral Agent shall continue to hold such bankcollateral 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 L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder by a successoror Collateral Agent, as the case may be, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative (or retired) Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower Borrowers (following the effectiveness of such appointment) to a successor Administrative such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article VIII and Section 10.04 9.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Agent was acting as an Agent. Any resignation by Citibank as Administrative AgentAgent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swingline Lender, (b) the retiring L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders Xxxxxxx and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent. The Collateral Trustee may resign, and in any such event shall be replaced, in accordance with the terms of the Collateral Trust Agreement.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent and Collateral Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Lenders and the Borrower. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders shall have the right, with subject to the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)) so long as no Default under Section 11.1 hereof 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 thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) may on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders, appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bankmeeting the qualifications set forth above. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder or Collateral Agent, as the case may be, hereunder, and upon the transfer by a successorthe retiring (or retired) Agent to the successor Agent of all sums, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent under the Loan Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative (or retired) Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to a successor Administrative such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article Section 12 (including Section 12.7 hereof) and Section 10.04 13.5 hereof shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign at any time by notifying giving written notice thereof to the Lenders, the Issuing Lenders Lender Parties and the Borrower. Upon any such resignation by the Administrative Agentresignation, the Required Lenders shall have the rightright to appoint a successor Administrative Agent with, with the consent (provided no unless an Event of Default or Default has shall have occurred and is be continuing) , the consent of the Borrower (such Borrower, which consent shall not to be unreasonably withheld or delayed), to appoint a successor. If no successor Administrative Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lender Parties, appoint a successor Administrative Agent with, unless an Event of Default shall have occurred and be continuing, the consent of the Borrower, which consent shall not be unreasonably withheld or delayed, which shall be a commercial bank institution with an office in New York, New Yorkorganized under, or an Affiliate having a branch authorized to operate under, the laws of the United States or of any such bankState thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by under 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 successorLoan Documents. After the any retiring Administrative Agent’s 's resignation hereunderhereunder as Administrative Agent, the provisions of this Article and Section 10.04 VIII shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Administrative AgentAgent under this Agreement.

Successor Agents. Subject to the appointment and acceptance Each of a successor agent as provided in this paragraph, the Administrative Agent and Collateral Agent may resign at any time by notifying the other Agent, the Lenders, the Issuing Lenders Letter of Credit Issuers and the Borrower. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders shall have the right, with subject to the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (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) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent maymay on behalf of the Lenders and the Letter of Credit Issuers, appoint a successor Agent meeting the qualifications set forth above; provided that if such 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 (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 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 a Default or Event of Default) the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), withheld) appoint a successor Administrative Agent which shall be a bank institution with an office Agents as provided for above in New York, New York, or an Affiliate of any such bankthis paragraph. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder 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 a successorthe Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative (or retired) Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder 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 a successor Administrative such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Article Section 12 (including 12.7 ) and Section 10.04 13.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Agent was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Lenders and the Borrower. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (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, then resignation (or such earlier day as shall be agreed by the retiring Administrative Agent may, Required Lenders with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), in consultation with the Borrower, on behalf of the Lenders, appoint a successor Administrative Agent which meeting the qualifications set forth above. For the avoidance of doubt, whether or not a successor 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 discharged from its duties and obligations hereunder and under the other Loan Documents and (b) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a bank institution with an office in New York, New York, or an Affiliate of any such banksuccessor Administrative Agent as provided for above. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder 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 the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as an the Administrative Agent. The Collateral Trustee may resign, and in any such event shall be replaced, in accordance with the terms of the Collateral Trust Agreement.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign at any time by notifying as Administrative Agent and the Lenders, Collateral Agent may resign as Collateral Agent upon 20 days’ prior written notice to the Issuing Lenders and the Borrower. Upon any such resignation by If the Administrative AgentAgent shall resign as Administrative Agent or the Collateral Agent shall resign as Collateral Agent under this Agreement and the other Credit Documents, then the Required Lenders shall have appoint from among the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent or successor Collateral Agent, as applicable, which successor agent in each case, shall be a bank institution with an office in New Yorkapproved by the Borrower (which approval shall not be unreasonably withheld) so long as no Default or Event of Default is continuing, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, whereupon such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent or the Collateral Agent, as the case may be, and the retiring term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Collateral Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as the case may be, shall be discharged from its duties and obligations hereunder. The fees payable by terminated, without any other or further act or deed on the Borrower to a successor part of such former Administrative Agent shall be or Collateral Agent, as the same as those payable case may be, or any of the parties to its predecessor unless otherwise agreed between this Agreement or any holders of the Borrower and such successorLoans. After the any retiring Administrative Agent’s or Collateral Agent’s resignation hereunderas Administrative Agent or Collateral Agent, as the case may be, the provisions of this Article and Section 10.04 13 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Administrative AgentAgent or Collateral Agent under this Agreement and the other Credit Documents.

Successor Agents. Subject (i) The Administrative Agent may resign as the Administrative Agent upon thirty (30) days’ notice to the appointment Canadian Agent, the Co-Collateral Agents, the U.S. Borrower and acceptance the Lenders (or, if the Administrative Agent has become the subject of a successor agent as provided bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in this paragraphfurtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the 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 Administrative Agent may resign be removed at any time thereafter by notifying an instrument or concurrent instruments in writing delivered to the Lenders, the Issuing Lenders Borrower and the BorrowerAdministrative Agent and signed by the Required Lenders). Upon any such resignation by If the Administrative Agent shall resign (or be removed) as the Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders (unless no Lender is willing to act as the Administrative Agent, in which case the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to Administrative Agent may be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed any Person approved by the Required Lenders and shall have accepted such appointment within thirty (30Lenders) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent for the Lenders, which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be approved by the same as those payable to its predecessor unless otherwise agreed between the U.S. Borrower and the Canadian Agent (which approval shall, in each case, not be unreasonably withheld and shall not be required during the continuance of an Event of Default), whereupon such successorsuccessor Administrative Agent shall succeed to the rights, powers and duties of the Administrative Agent and the term “Administrative Agent” shall mean such successor Administrative Agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans or other Obligations. After the any retiring Administrative Agent’s resignation hereunder(or removal) as Administrative Agent, the provisions of this Article and Section 10.04 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting Administrative Agent under this Agreement and the other Loan Documents. If no successor Administrative Agent has accepted appointment as an 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. Subject (a) Each of the Administrative Agent and the Collateral Agent may resign upon 10 days’ notice to the Lenders and the Borrower. If either such Agent shall so resign under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld, conditioned or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or the Collateral Agent, as applicable,, and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor agent effective upon such appointment and acceptance approval, and the former Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent or Collateral Agent, as applicable, by the date that is 10 days following a retiring Agent’s notice of resignation (the “Resignation Effective Date”), the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided in this paragraph, the Administrative Agent may resign at for above. After any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such retiring Agent’s resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative or Collateral Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderapplicable, the provisions of this Article and Section 10.04 9.7 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Administrative AgentAgent under this Agreement and the other Loan Documents.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative each Agent may resign at any time by notifying the other Agent, the Lenders, the Issuing Lenders Xxxxxxx and the Borrower. Upon any such resignation by the Administrative such Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent which, in the case of the retiring Administrative Agent which Agent, shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign at any time by notifying as Administrative Agent, upon twenty (20) days’ notice to the Lenders, the Issuing Lenders and the Administrative Borrower. Upon any such resignation by If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Credit Documents, then the Required Lenders (or with respect to the Revolving Agent, the Required Revolving Lenders) shall appoint from among the Lenders a successor agent, which successor agent shall have the right, with the consent (provided no unless an Event of Default or Default has shall have occurred and is be continuing) of be subject to approval by the Administrative Borrower (such consent which approval shall not to be unreasonably withheld or delayed), whereupon such successor agent shall succeed to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty rights (30) days after other than any rights to indemnity payments owed to the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayedAgent), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights (other than any rights to indemnity payments owed to the retiring Administrative Agent), powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunderterminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. The fees payable If no applicable successor agent has accepted appointment as Administrative Agent by the Borrower date that is twenty (20) days following such retiring Administrative Agent’s notice of resignation, such retiring Agent’s resignation shall nevertheless thereupon become effective (except that in the case of any Collateral held by the Administrative Agent for the benefit of the Secured Parties under any of the Credit Documents, the Administrative Agent will continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and the Xxxxxxx shall be assume and perform all of the same duties of the Administrative Agent hereunder until such time, if any, as those payable to its predecessor unless otherwise agreed between the Borrower and such successorRequired Xxxxxxx appoint a successor agent as provided for above. After the retiring Administrative an Agent’s resignation hereunderas the Administrative Agent, the provisions of this Article and Section 10.04 XI shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Administrative AgentAgent under this Agreement and the other Credit Documents.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign or, (a) if it or a controlling Affiliate thereof is subject to a Distress Event, be removed by the Borrower or the Requisite Lenders, in each case, at any time by notifying giving ten (10) days’ written notice thereof to the Lenders, the Issuing Lenders and the BorrowerBorrower or (b) removed at any time with or without cause by the Requisite Lenders. Upon any such resignation by the or removal as Administrative Agent, the Required Requisite Lenders shall have the right, with the consent right to appoint a successor Administrative Agent that is not a Disqualified Person which successor Administrative Agent (provided no unless an Event of Default or Default has occurred and is continuing) continuing at the time of such appointment), shall be subject to approval by the Borrower (such consent which approval shall not to be unreasonably withheld or delayedif such successor Administrative Agent is a commercial bank with a combined capital and surplus of at least $5,000,000,000 and otherwise may be withheld in the Borrower’s sole discretion), to appoint a successor. If no successor Agent shall have been so appointed by the Required Lenders Requisite Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders, appoint a successor Administrative Agent which shall be that is not a bank institution Disqualified Person, subject to approval by the Borrower in accordance with an office in New York, New York, or an Affiliate of any such bankthe preceding sentence. Upon the acceptance of its any appointment as the Administrative Agent hereunder by a successorsuccessor Agent and, in the case of a successor Collateral Trustee, 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 Requisite Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by under the Credit Documents; provided that the Borrower shall have no obligation to a pay any fee to any successor Administrative Agent shall be that is greater than or in addition to the same as those fees payable to its predecessor unless otherwise agreed between the Borrower and such successorAdministrative Agent on the Closing Date. After If within 30 days after written notice is given of the retiring Administrative Agent’s resignation hereunderunder this Section 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 30th day (a) the retiring Administrative Agent’s resignation shall become effective, (b) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Credit Documents and (c) the Requisite Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents (and, except for any indemnity payments or other amount 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 directly) until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent that is not a Disqualified Person as provided above. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent shall have become effective, the provisions of this Article and Section 10.04 9 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Administrative AgentAgent under this Agreement.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Each Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Issuers and the Borrowers. Upon receipt of any such notice of resignation, (x) with respect to the Revolving Facility, the Requisite Revolving Lenders and (y) with respect to the Borrower. Upon any such resignation by the Administrative AgentTerm Facility, the Required Requisite Term Lenders shall have the right, in consultation with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)Borrowers, to appoint a successor, which shall be a bank (other than a Defaulting Lender) with an 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 Required Applicable Requisite Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) may on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders and the Issuers, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that if such Administrative Agent shall notify the Borrowers 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 a bank institution with an office discharged from its duties and obligations hereunder and under the other Loan Documents (except that in New York, New York, or an Affiliate the case of any collateral security held by such bankAdministrative Agent on behalf of or for the benefit of the Lenders or the Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security and the rights and obligations under the Parallel Debt until such time as a successor Administrative Agent is appointed and all rights and obligations of the retiring Administrative Agent under the Parallel Debt have been assigned and assumed by such successor Administrative Agent) and (2) all payments, communications and determinations provided to be made by, to or through such Administrative Agent (other than, for the avoidance of doubt, with respect to the Parallel Debt) shall instead be made by or to each applicable Lender and each applicable Issuer directly, until such time as the Applicable Requisite Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties (including all rights and obligations with respect to the Parallel Debt) of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). Each party to the Collateral Documents governed by Dutch law shall enter into any documents as reasonably necessary or reasonably requested by the successor Collateral Agent to ensure that the successor Collateral Agent shall have substantially the same rights and obligations under the Collateral Documents governed by Dutch law as it would have had if such successor had been an original party thereto. The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article X and Section 10.04 Sections 11.3 and 11.4 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as an Administrative Agent.

Successor Agents. Subject (a) Each of the Administrative Agent and the Collateral Agent may resign upon 10 days’ notice to the Lenders and the Borrower. If either such Agent shall so resign under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld, conditioned or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor agent effective upon such appointment and acceptance approval, and the former Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent or Collateral Agent, as applicable, by the date that is 10 days following a retiring Agent’s notice of resignation (the “Resignation Effective Date”), the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided in this paragraph, the Administrative Agent may resign at for above. After any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such retiring Agent’s resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative or Collateral Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderapplicable, the provisions of this Article and Section 10.04 9.7 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Administrative AgentAgent under this Agreement and the other Loan Documents.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders Lender and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred and or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, in consultation with the consent (provided no Event of Default or Default has occurred or is continuing) Borrower, on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders and the Issuing Lender, appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance Each of a successor agent as provided in this paragraph, the Administrative Agent and Collateral Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Lenders Letter of Credit Issuer and the Parent Borrower. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders shall have the right, with subject to the consent (provided no Event of Default or Default has occurred and is continuing) of the Parent Borrower (such consent not to be unreasonably withheld or delayed)) so long as no Default under Section 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 thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) may on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders and the Letter of Credit Issuer, appoint a successor Administrative Agent which meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Lenders, a successor Agent, the retiring Agent may notify the Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be discharged from its duties and obligations as Agent hereunder and under the other Credit Documents and (ii) any payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a bank institution with an office successor Agent as provided for above in New York, New York, or an Affiliate of any such bankthis paragraph. Upon the acceptance of its a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the (i) transfer by the retiring (or retired) Agent to the successor Agent of all sums, Stock, Stock Equivalents and other items of Collateral held under the Security Documents (as applicable), together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent hereunder and under the other Credit Documents, and (ii) 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 a successorthe Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Agent of the retiring Administrative (or retired) Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderas Agent hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 13.9). The fees payable by the Borrower Borrowers (following the effectiveness of such appointment) to a such successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Article Section 13 (including 13.7) and Section 10.04 14.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Agent was acting as an Agent. Any resignation of GSCP or its successor as Administrative Agent pursuant to this Section 13.9 shall also constitute the resignation of GSCP or its successor as Collateral Agent. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Section 13.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent hereunder. Any successor the Administrative Agent appointed pursuant to this Section 13.9 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. If GSCP or its successor as Administrative Agent pursuant to this Section 13.9 has resigned as Administrative Agent but retained its role as Collateral Agent and no successor Collateral Agent has become the Collateral Agent pursuant to the immediately preceding sentence, GSCP or its successor may resign as Collateral Agent upon notice to the Borrowers and the Required Lenders at any time. After any retiring Collateral Agent’s resignation hereunder as the Collateral Agent, the provisions of this Agreement and the Security Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement or the Security Documents while it was the Collateral Agent hereunder. Upon the appointment of a successor Administrative Agent pursuant to this Section 13.9, the Lenders from time to time party hereto agree that the successor Administrative Agent shall be entitled to the Register of the resigning Administrative Agent in a form that shall be mutually agreed by such agents at the time of the appointment of the successor Administrative Agent, and each Agent, Credit Party, Lender and other party party hereto agrees that the successor Administrative Agent shall be entitled to rely upon such Register without further inquiry and such Register shall be conclusive. Any resignation by the Administrative Agent pursuant to this Section 13.9 shall also, to the extent the Administrative Agent (or its Affiliate) is also the Swingline Lender hereunder, constitute its resignation as Swingline Lender and 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 Swingline Lender and (b) the retiring Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents. Notwithstanding anything to the contrary in this Agreement, on the Restatement Effective Date, Xxxxxxx Xxxxx Credit Partners L.P., as Swingline Lender under the Existing Credit Agreement shall be discharged from all of its duties and obligations in such capacity hereunder or under the other Credit Documents. In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, the Letter of Credit Issuer and/or the Swingline Lender may, at any time, upon giving five Business Days’ prior written notice to the Borrowers and the Administrative Agent, resign as Letter of Credit Issuer or Swingline Lender, respectively, effective at the close of business New York time on a date specified in such notice; provided that such resignation by the Letter of Credit Issuer shall have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Borrowers or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the Letter of Credit Issuer; and provided, further, that such resignation by the Swingline Lender shall have no effect on its rights in respect of any outstanding Swingline Loans or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Swingline Loan.

Successor Agents. Subject The Administrative Agent may resign as the Administrative Agent upon ten (10) days’ notice to the Lenders and the Borrower. If the Administrative Agent is subject to an Agent-Related Distress Event, the Required Lenders may remove the Administrative Agent upon ten (10) days’ notice. Upon the resignation or removal of the Administrative Agent under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed if such successor is a commercial bank with a combined capital and surplus of at least $1,000,000,000 that can act as a withholding agent for U.S. federal income Tax purposes, and otherwise may be withheld at the Borrower’s sole discretion) at all times other than during the existence of an Event of Default under Section 8.01(a) or (f). If no successor agent is appointed by the Required Lenders prior to the effective date of the resignation of the Administrative Agent, the retiring Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders; provided, however, that if no successor agent has accepted appointment as the Administrative Agent by the date which is ten (10) days following the retiring Administrative Agent’s notice of resignation or the receipt by the Administrative Agent of the notice of removal referred to above, as applicable, the retiring Administrative Agent’s resignation or removal, as the case may be, shall nevertheless thereupon become effective and acceptance the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bankfor above. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent,” shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successorsuccessor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such successor amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderunder the 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 the retiring Administrative Agent’s resignation hereunderor removal hereunder as the Administrative Agent, the provisions of this Article and Section 10.04 IX shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an the Administrative Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative The Agent may resign at any time by notifying giving written notice thereof to the Lenders, the Issuing Lenders and the Borrower; provided, however, that such resignation shall not become effective unless and until there shall be a successor Agent that meets the qualification of an Eligible Lender and is approved in writing by the Government Guarantor. Upon the receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Requisite Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not right to be unreasonably withheld or delayed), to appoint designate a successorsuccessor Agent. If no successor Agent shall have been so appointed designated by the Required Lenders Requisite Lenders, and shall have accepted such appointment designation as successor Agent, within thirty (30) 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent may, with on behalf of the consent (provided no Event of Default or Default has occurred or is continuing) Lenders, designate a successor Agent, selected from among the Lenders. In either case, such designation as successor Agent shall be subject to the prior written approval of the Borrower (such consent which approval may not to be unreasonably withheld or delayedand shall not be required upon the occurrence and during the continuance of an Event of Default), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment any designation as Administrative Agent hereunder by a successorsuccessor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderto the Lenders under this Agreement and the other Loan Documents, the Intercreditor Agreement and the U.S. Government Guarantee. The fees payable by After any retiring Agent's resignation hereunder as Agent, the Borrower to a successor Administrative retiring Agent shall be continue to have the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions benefit of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of IX as to any actions taken or omitted to be taken by any of them it while it was acting as an Administrative AgentAgent under this Agreement and the other Loan Documents and the U.S. Government Guarantee.

Successor Agents. Subject to the appointment and acceptance of a successor agent Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon notice of any such resignation by the Administrative Agentresignation, the Required Majority Lenders shall have the right, in consultation with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and in consultation with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)Borrower, appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bankbank and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 8.05 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an Administrative Agent.

Successor Agents. Subject Each Agent may resign as an Agent upon 30 days' notice to the appointment Banks and acceptance the Facility Borrowers and may be removed at any time with or without cause by the Required Banks. If an Agent shall resign or be removed as an Agent under this Agreement, then either (a) the Required Banks shall appoint from among the Banks a successor administrative agent or Canadian administrative agent, as applicable, for the Banks, which successor agent shall be approved by Chrysler (unless an Event of Default shall have occurred and be continuing), or (b) if a successor agent shall not have been so appointed and approved within the thirty-day period following such Agent's notice to the Banks or its removal as Agent, such Agent shall then appoint a successor agent who shall serve as Administrative Agent or Canadian Administrative Agent, as applicable, until such time, if any, as the Required Banks appoint, and Chrysler approves (unless an Event of Default shall have occurred and be continuing), a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower(a) above. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successorpursuant to either clause (a) or (b) above, such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent or the Canadian Administrative Agent, as applicable, and the retiring terms "Administrative Agent", "Canadian Administrative Agent" and "Agent", as applicable, shall mean such successor agent effective upon its appointment, and the former Agent's rights, powers and duties as Agent shall be discharged from its duties and obligations hereunder. The fees payable by terminated, without any other or further act or deed on the Borrower part of such former Agent or any of the parties to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the any retiring Administrative or removed Agent’s 's resignation hereunderor removal hereunder as Agent, the provisions of this Article and Section 10.04 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Administrative AgentAgent under this Agreement.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Lead Borrower. Upon any such resignation by the Administrative Agentresignation, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Lead Borrower (such consent not to be unreasonably withheld or delayed, provided that the Lead Borrower’s consent shall not be required if an Event of Default then exists), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders, appoint a successor Administrative Agent which shall be (x) a bank institution with an office in New York, New York, or an Affiliate of any such bankbank or (y) a nationally recognized financial institution that is organized under the laws of the United States or any state or district thereof. If no successor shall have been so appointed by either the Required Lenders or the retiring Administrative Agent within 30 days after the retiring Administrative Agent gives notice of its resignation then (x) the Required Lenders shall perform all the duties of the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above and (y) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article VIII and Section 10.04 9.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign at any time by notifying as Administrative Agent upon 30 days’ notice to the Lenders, the Issuing Lenders and the Borrower. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders shall have appoint from among the rightLenders a successor agent (which may be an Affiliate of a Lender), with the consent (provided no of the Borrower at all times other than during the existence of an Event of Default or Default has occurred and is continuing) of the Borrower (such which consent shall not to be unreasonably withheld or delayed), to appoint a successor. If no such successor shall have been so appointed by the Required Lenders (with, so long as no Event of Default has occurred and is then continuing, the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)) and shall have accepted such appointment within thirty (30) days after prior to the retiring effective date of the resignation of the Administrative Agent gives notice of its resignationAgent, then the retiring Administrative Agent maymay (but shall not be obligated to), with on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above (including, without limitation, the consent (provided no of the Borrower at all times other than during the existence of an Event of Default or Default has occurred or is continuing) of the Borrower (such which consent shall not to be unreasonably withheld or delayed)). Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on such effective date, where (i) the retiring Administrative Agent 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 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 which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bankas provided for above. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder 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 the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article Section and Section 10.04 9.3 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as an 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 Event of Default (which consent shall not be unreasonably withheld or delayed), 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.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.,

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent. [**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the BorrowerTCEH. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders shall have the right, with subject to the consent of TCEH (provided no Event of Default or Default has occurred and is continuing) of the Borrower (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) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Administrative Agent which shall be a bank institution notify TCEH and the Lenders that no qualifying person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to notice and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and (x) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents 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 Required Lenders with (except after the occurrence and during the continuation of a Default or Event of Default) the consent of TCEH (not to be unreasonably withheld) appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as the Administrative Agent hereunder, and upon the transfer by the retiring (or retired) Agent to the successor Agent of all sums, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent under the Loan Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 12.9). The fees payable by TCEH and TCEH Finance (following the Borrower effectiveness of such appointment) to a successor Administrative such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower TCEH and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article Section 12 (including 12.7) and Section 10.04 13.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Agent was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Each Agent may resign at any time by notifying ---------------- giving written notice thereof to Banks and Borrower. In addition, Borrower may, prior to a Default, request the Lenders, the Issuing Lenders and the Borrowerdesignation by Banks of a successor Agent. Upon any such request by Borrower or resignation by the Administrative an Agent, the Required Lenders Banks shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), right to appoint a successorsuccessor Agent, which shall be one of Banks. If no successor Agent shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives Agent's giving of notice of its resignationresignation or Borrower's request for a successor Agent, then the retiring Administrative Agent may, with the consent (provided no Event on behalf of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)Banks, appoint a successor Administrative Agent (as applicable), which shall (a) be a commercial bank institution with an office in New York, New York, organized under the laws of the United States of America or an Affiliate of any such bankState thereof and having a combined capital and surplus of at least $500,000,000 and (b) unless the successor Agent is a Bank, be reasonably acceptable to Borrower. Upon the acceptance of its appointment as Administrative a successor Agent hereunder by a successorhereunder, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative any Agent’s 's resignation hereunder, the provisions of this Article and Section 10.04 13.9 shall ------------ continue in effect for the to inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Administrative AgentAgent hereunder. Borrower shall be entitled to recommend a successor Agent at the time of designation of any successor Agent pursuant to this Section 13.9. Banks shall give due consideration to the successor ------------ nominated by Borrower, but shall have no obligation to approve such nominee.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign at any time by notifying as Administrative Agent upon 30 days’ notice to the Lenders, the Issuing Lenders and the Borrower. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders shall have appoint from among the rightLenders a successor agent (which may be an Affiliate of a Lender), with the consent (provided no of the Borrower at all times other than during the existence of an Event of Default or Default has occurred and is continuing) of the Borrower (such which consent shall not to be unreasonably withheld or delayed), to appoint a successor. If no such successor shall have been so appointed by the Required Lenders (with, so long as no Event of Default has occurred and is continuing, the consent of the Borrower (which consent shall not be unreasonably withheld or delayed)) and shall have accepted such appointment within thirty (30) days after prior to the retiring effective date of the resignation of the Administrative Agent gives notice of its resignationAgent, then the retiring Administrative Agent maymay (but shall not be obligated to), with on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above (including, without limitation, the consent (provided no of the Borrower at all times other than during the existence of an Event of Default or Default has occurred or is continuing) of the Borrower (such which consent shall not to be unreasonably withheld or delayed)). Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on such effective date, where (i) the retiring Administrative Agent 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 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 which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bankas provided for above. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder 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 the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article Section and Section 10.04 9.3 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the (a) The Administrative Agent may shall have the right to resign at any time by notifying giving prior written notice thereof to the Lenders, the Issuing Lenders and the Borrower. The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent and/or the Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Required Lenders, and the Administrative Agent’s resignation shall become effective on the earlier of (i) the acceptance of such successor Administrative Agent by the Borrower and the Required Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such resignation notice of resignation, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, the Required Lenders shall have the right, with upon five Business Days’ notice to the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)Borrower, to appoint a successorsuccessor Administrative Agent. If no neither Required Lenders nor the Administrative Agent have appointed a successor shall have been so appointed by Administrative Agent, then the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to that until a successor Administrative Agent shall be is so appointed by Required Lenders or the same as those payable Administrative Agent, the Administrative Agent, by notice to its predecessor unless otherwise agreed between the Borrower and such successorRequired Lenders, may retain its role as the Collateral Agent under any Security Document. After Except as provided in the retiring preceding sentence, any resignation of Barclays or its successor as the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted Agent pursuant to be taken by any of them while it was acting as an Administrative Agent.this

Successor Agents. Subject to the appointment and acceptance Each of a successor agent as provided in this paragraph, the Administrative Agent and the Collateral Agent may resign at any time by notifying as the LendersAdministrative Agent or the Collateral Agent, as applicable, upon thirty (30) days’ notice to the Issuing Lenders and the BorrowerBorrower and if any Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. Upon If any such resignation Agent resigns under this Agreement or is removed by the Administrative AgentBorrower, the Required Lenders shall have the rightLenders, with subject to the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed)) at all times other than after the occurrence and during the existence of an Event of Default under clause (f) or (g) of Section 8.01, to shall appoint a successorsuccessor Agent. If no successor shall have been so agent is appointed by prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent, in the case of a resignation and in consultation with the Borrower, and the Borrower, in the case of a removal and in consultation with the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignationLenders, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), may appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bankAgent. Upon the acceptance of its appointment as successor Agent hereunder, the Person acting as such successor shall succeed to all the rights, powers and duties of the retiring Agent (other than any rights to reimbursement or indemnification that have accrued to the retiring Agent as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent, as applicable, under this Agreement) and the term “Administrative Agent” or “Collateral Agent” shall mean such successor agent, and the retiring Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as the case may be, shall be terminated. After the retiring Administrative Agent’s or the Collateral Agent’s resignation or removal hereunder, the provisions of this Article IX and the provisions of Sections 10 .04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, as applicable, the retiring Agent’s resignation shall nevertheless thereupon become effective and all payments, communications and determinations provided to be made by, to or through the Administrative Agent or Collateral Agent, as applicable, shall instead be made by, to or through the Required Lenders until such time, if any, as the Required Lenders or the Borrower, as applicable, appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor 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 or the Borrower may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, other than any rights to reimbursement or indemnification that have accrued to the retiring Agent as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent, as applicable, under this Agreement, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by under 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 successorLoan Documents. After the retiring Administrative Agent’s resignation hereunder’s, the provisions of this Article IX and Section Sections 10.04 and 10.05 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an the Administrative Agent or the Collateral Agent, as applicable.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Lenders and the Borrower. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders shall have the right, with subject to the reasonable consent (provided of the Borrower so long as no Event of Default under Section 7.01(e) or Default has occurred and (f) is continuing) of the Borrower (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) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that if the retiring 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 Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents 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 directly, until such time as the Required Lenders appoint a bank institution with an office successor Agent as provided for above in New York, New York, or an Affiliate of any such bankthis Section. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative (or retired) Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower (following the effectiveness of such appointment) to a successor Administrative such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article VIII and Section 10.04 9.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Agent was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign at any time by notifying as Administrative Agent upon 10 days' written notice to the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by If the Administrative AgentAgent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the rightLenders a successor agent for the Lenders, with the consent which successor agent shall (provided no unless an Event of Default under Section 7(a) or Default has Section 7(f) with respect to the Borrower shall have occurred and is be continuing) of be subject to approval by the Borrower (such consent which approval shall not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, whereupon such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunderterminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. The fees payable If no successor agent has accepted appointment as Administrative Agent by the Borrower to date that is 10 days following a successor retiring Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After Agent's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. The Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of the Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by the Syndication Agent, the Administrative Agent or any Lender. After any retiring Agent's resignation as Agent, the provisions of this Article and Section 10.04 8 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Administrative AgentAgent under this Agreement and the other Loan Documents.

Successor Agents. Subject to the appointment and acceptance Each of a successor agent as provided in this paragraph, the Administrative Agent and Collateral Agent may resign at any time by notifying the Lendersother Agent, the Issuing Lenders and the Borrower. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders shall have the right, with subject to the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)) so long as no Specified Default has occurred and 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 166 so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent maymay 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 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 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 a Specified Default) the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), withheld) appoint a successor Administrative Agent which shall be a bank institution with an office Agents as provided for above in New York, New York, or an Affiliate of any such bankthis paragraph. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder 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 a successorthe Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative (or retired) Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder 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 a successor Administrative such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Article Section 12 (including Section 12.7) and Section 10.04 13.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Agent was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign at any time by notifying giving at least 15 days prior written notice thereof to the LendersBanks, the Issuing Lenders Collateral Agent and the Borrower. Upon any such resignation by the Administrative Agentresignation, the Required Lenders Banks shall have the right, with right to appoint a successor Administrative Agent approved by the consent Borrower (such approval not to be unreasonably withheld); provided that no approval of the Borrower shall be necessary if an Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor Administrative Agent shall have been so appointed by the Required Lenders Banks and, if required, approved by the Borrower and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Banks, appoint a successor Administrative Agent Agent, which shall be a commercial bank institution with an office in New York, New York, organized or an Affiliate licensed under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $50,000,000. The Collateral Agent may resign at any time by giving at least 30 days prior written notice thereof to the Administrative Agent, the Banks and the Borrower. Upon any such bankresignation, the Administrative Agent shall have the right to appoint a successor Collateral Agent approved by the Borrower (such approval not to be unreasonably withheld); provided that no approval of the Borrower shall be necessary if an Event of Default has occurred and is continuing. Upon the acceptance of its appointment as Administrative an Agent, each successor Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorobligations. After the any retiring Administrative Agent’s 's resignation hereunderhereunder as an Agent, the provisions of this Article and Section 10.04 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, each of the Administrative Agent and Collateral Agent may resign at any time by notifying the Lenders, the Issuing Lenders Xxxxxxx and the Borrower. Upon any such resignation by the Administrative Agent or the Collateral Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent or Collateral Agent gives notice of its resignation, then the retiring Administrative Agent or Collateral Agent may, in consultation with the consent (provided no Event of Default or Default has occurred or is continuing) Borrower, on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders and the Issuing Lenders, appoint a successor Administrative Agent or Collateral Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent or shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent or Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder, the provisions of this Article and Section ‎Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent or Collateral Agent, its their respective sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent or Collateral Agent, as applicable.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those UAL Term Loan Credit Agreement 2020 payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance terms of a successor agent as provided in this paragraphSection 12.05, each Agent may, upon thirty days’ notice to the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the , resign as Administrative Agent or Collateral Agent, as applicable. If an Agent shall resign then the Required Lenders Xxxxxxx shall have appoint a successor agent. If for any reason a successor agent is not so appointed and does not accept such appointment within thirty days of notice of resignation such Agent may appoint a successor agent. The appointment of any successor Agent shall be subject to the right, with the prior written consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such which consent shall not to be unreasonably withheld or delayed), ; provided that the consent of the Borrower to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted any such appointment within thirty shall not be required if (30i) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no a Default or Event of Default shall have occurred and is continuing or Default has occurred or (ii) if such successor agent is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, Lender or an Affiliate of such Agent or any such bankLender. Upon Any resignation of an Agent shall be effective upon the acceptance appointment of its appointment a successor agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent’s resignation hereunder as Administrative Agent hereunder by a successorAgent, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by hereunder and under the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower other Facility Documents and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 XII shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in with respect of to any actions taken or omitted to be taken by any of them it while it was acting Agent under this Agreement and under the other Facility Documents. 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. If no successor Collateral Agent or Collateral Administrator, as applicable, shall have been appointed and an Administrative Agentinstrument of acceptance by a successor Collateral Agent or Collateral Administrator, as applicable, shall not have been delivered to the Collateral Agent or the Collateral Administrator, as applicable, within sixty days after giving of notice of resignation by the Collateral Agent or the Collateral Administrator, as applicable, the resigning Collateral Agent or Collateral Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent or Collateral Administrator, as applicable.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the (a) The Administrative Agent may shall have the right to resign at any time by notifying giving prior written notice thereof to the Lenders, the Issuing Lenders and the Borrower. The Administrative Agent shall have the right to appoint a financial institution to act as the Administrative Agent and/or the Collateral Agent hereunder, subject to the reasonable satisfaction of the Borrower and the Required Xxxxxxx, and the Administrative Agent’s resignation shall become effective on the earlier of (i) the acceptance of such successor Administrative Agent by the Borrower and the Required Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such resignation notice of resignation, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, the Required Lenders shall have the right, with upon five Business Days’ notice to the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)Borrower, to appoint a successorsuccessor Administrative Agent. If no successor shall have been so appointed by neither Required Xxxxxxx nor the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignationhave appointed a successor Administrative Agent, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which Required Xxxxxxx shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to that until a successor Administrative Agent shall be is so appointed by Required Lenders or the same as those payable Administrative Agent, the Administrative Agent, by notice to its predecessor unless otherwise agreed between the Borrower and such successorRequired Lenders, may retain its role as the Collateral Agent under any Security Document. After Except as provided in the retiring preceding sentence, any resignation of Barclays or its successor as the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted Agent pursuant to be taken by any of them while it was acting as an Administrative Agent.this

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, each of the Administrative Agent and Collateral Agent may resign at any time by notifying the Lenders, the Issuing Lenders Xxxxxxx and the Borrower. Upon any such resignation by the Administrative Agent or the Collateral Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent or Collateral Agent gives notice of its resignation, then the retiring Administrative Agent or Collateral Agent may, in consultation with the consent (provided no Event of Default or Default has occurred or is continuing) Borrower, on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders and the Issuing Lenders, appoint a successor Administrative Agent or Collateral Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent or shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent or Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent or Collateral Agent, its their respective sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent or Collateral Agent, as applicable.

Successor Agents. Subject to the appointment and acceptance Each of a successor agent as provided in this paragraph, the Administrative Agent and the Collateral Agent may resign at any time by notifying as Administrative Agent (as to one or more Classes) or Collateral Agent, as applicable, upon 30 days’ notice to the Lenders, the Issuing Lenders and the Borrower; provided that any such resignation by JPMCB shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon any such resignation by the Administrative Agent, the Required Lenders of the applicable Class or Classes shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), right to appoint a successorsuccessor Administrative Agent. Upon any such resignation by the Collateral Agent, the Required Lenders shall have the right to appoint a successor Collateral Agent. If no successor Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) on behalf of the Borrower (such consent not to be unreasonably withheld Lenders of the applicable Class or delayed)Classes, appoint a successor Administrative Agent which or Collateral Agent , as the case may be, selected from among the Lenders, in the case of the resignation of the Administrative Agent, the Lenders, in the case of the resignation of the Collateral Agent. In any case, such appointment shall be a bank institution with subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an office in New York, New York, or an Affiliate Event of any such bankDefault). Upon the acceptance of its any appointment as Administrative Agent hereunder or Collateral Agent by a successorsuccessor Agent, such successor Agent shall succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Documents. The fees payable by the Borrower Prior to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s resignation hereunderhereunder as Administrative Agent or Collateral Agent, the provisions retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent or Collateral Agent, as the case may be, under the Loan Documents. After such resignation, the retiring Agent shall continue to have the benefit of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of IX as to any actions taken or omitted to be taken by any of them it while it was acting as an Agent under this Agreement and the other Loan Documents. If no successor Administrative Agent.Agent or Collateral Agent is appointed prior to the effective date of the resignation of the Administrative

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent. The Collateral Trustee may resign, and in any such event shall be replaced, in accordance with the terms of the Collateral Trust Agreement.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Lenders and the Borrower. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (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, then resignation (or such earlier day as shall be agreed by the retiring Administrative Agent may, Required Lenders with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), in consultation with the Borrower, on behalf of the Lenders, appoint a successor Administrative Agent which meeting the qualifications set forth above. For the avoidance of doubt, whether or not a successor 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 discharged from its duties and obligations hereunder and under the other Loan Documents and (b) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a bank institution with an office in New York, New York, or an Affiliate of any such banksuccessor Administrative Agent as provided for above. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder 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 the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as an the Administrative Agent.

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

Successor Agents. (a) Subject to the appointment and acceptance terms of a successor agent as provided in this paragraphSection 11.05, each Agent may, upon thirty (30) days’ notice to the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the , resign as Administrative Agent or Collateral Agent, as applicable. If an Agent shall resign, then the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successorsuccessor agent. If no for any reason a successor shall have been agent is not so appointed by the Required Lenders and shall have accepted does not accept such appointment within thirty (30) days after the retiring Administrative Agent gives of notice of its resignation, then such Agent may appoint a successor agent. The appointment of any successor Agent shall be subject to the retiring Administrative Agent may, with the prior written consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such which consent shall not to be unreasonably withheld or delayed), appoint ; provided that the consent of the Borrower to any such appointment shall not be required if (i) an Event of Default shall have occurred and is continuing or (ii) if such successor agent is a successor Administrative Agent which shall be a bank institution with an office in New York, New York, Lender or an Affiliate of such Agent or any such bankLender. Upon Any resignation of an Agent shall be effective upon the acceptance appointment of its appointment a successor agent pursuant to this Section 11.05. After the effectiveness of any retiring Agent’s resignation hereunder as Administrative Agent hereunder by a successorAgent, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by hereunder and under the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower other Facility Documents and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 XI shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in with respect of to any actions taken or omitted to be taken by any of them it while it was acting 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 and assets of the Collateral Agent substantially as an 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). 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 capacity as 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. Subject to The Administrative Agent and the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Collateral Agent may resign at any time by notifying upon 30 days’ notice to the Lenders, the Issuing Lenders and the Borrower. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders shall have appoint from among the rightLenders a successor agent (which may be an Affiliate of a Lender but not of a Loan Party), with the consent (provided no of the Borrower at all times other than during the existence of an Event of Default or Default has occurred and is continuing) of the Borrower (such which consent shall not to be unreasonably withheld or delayed), to appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, then the Administrative Agent or the Collateral Agent, as applicable, may (30but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on such effective date, where (i) days after the retiring Administrative Agent gives notice or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents and Transaction Documents (except that in the case of its resignationany collateral security held by the Administrative Agent or the Collateral Agent, then as applicable, on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent mayor Collateral Agent, with as applicable, may (but shall not be obligated to) continue to hold such collateral security until such time as a successor Administrative Agent or Collateral Agent, as applicable, is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent or the Collateral Agent, as applicable, shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent or Collateral Agent, as applicable, as provided for above. In addition, the Required Lenders may instruct the Administrative Agent or the Collateral Agent, as applicable, to resign upon 30 days’ notice to the Borrower and the Administrative Agent or the Collateral Agent, as applicable, and shall specify in such notice a successor Administrative Agent or Collateral Agent, as applicable, (which successor shall be subject to the consent (provided no of the Borrower at all times other than during the existence of an Event of Default or Default has occurred or is continuing) of the Borrower (such which consent shall not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank). Upon the acceptance of its a successor’s appointment hereunder as the Administrative Agent hereunder by a successoror the Collateral Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents or Transaction Documents. The fees payable by the Borrower to a successor Administrative Agent or Collateral Agent, as applicable, shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or Collateral Agent’s, as applicable, resignation hereunderhereunder and under the other Loan Documents and Transaction Documents, the provisions of this Article and Section 10.04 8.3 shall continue in effect for the benefit of such retiring Administrative Agent or Collateral Agent, its as applicable, their respective sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent or Collateral Agent, as applicable, was acting as an the Administrative Agent or the Collateral Agent, as applicable.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, each of the Administrative Agent and Collateral Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent or the Collateral Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent or Collateral Agent gives notice of its resignation, then the retiring Administrative Agent or Collateral Agent may, in consultation with the consent (provided no Event of Default or Default has occurred or is continuing) Borrower, on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders and the Issuing Lenders, appoint a successor Administrative Agent or Collateral Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent or shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent or Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent or Collateral Agent, its their respective sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent or Collateral Agent, as applicable.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative The Collateral Agent may resign at any time by notifying giving 30 days' prior written notice thereof to the LendersSecured Parties (or, as to any Secured Parties for which a Representative is acting, to such Representative), with a copy of such notice to the Issuing Lenders Company. The Collateral Agent may be removed at any time for cause by the Majority Debentureholders by written notice thereof to the Collateral Agent and the Borrowerother Secured Parties at least 10 business days prior to the effective date of such removal. Upon any such resignation by the Administrative Agentor removal, the Required Lenders Majority Debentureholders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), right to appoint a successorsuccessor to the Collateral Agent with the prior written consent of the Company (which consent shall not be unreasonably withheld). If no successor Collateral Agent shall have been so appointed by the Required Lenders and Majority Debentureholders or shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignationresignation or notice of removal, as the case may be, then the retiring Administrative resigning or removed Collateral Agent may, on behalf of the Secured Parties with the prior written consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower Company (such which consent shall not to be unreasonably withheld or delayedwithheld), appoint a successor Administrative Collateral Agent. If the resigning or removed Collateral Agent which does not appoint a successor Collateral Agent, the Company may appoint a successor Collateral Agent. Any successor Collateral Agent shall be a commercial bank institution with an office in New York, New York, or an Affiliate trust company organized or licensed under the laws of the United States of America or of any such bankState thereof and having a combined capital and surplus of at least $250,000,000. The Collateral Agent may be, but is not required to be, the Debenture Trustee under the Indenture. Upon the acceptance of its appointment as Administrative Agent hereunder by a successorCollateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative resigning or removed Collateral Agent, and the retiring Administrative resigning or removed Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by hereunder (and under 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 successorother Financing Documents, if applicable). After the retiring Administrative any resigning or removed Collateral Agent’s 's resignation hereunderor removal hereunder as Collateral Agent, the provisions of this Article and Section 10.04 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Administrative a Collateral Agent.

Successor Agents. (a) Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the BorrowerBorrowers as to such resignation. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided that no Event of Default or Default has occurred and is continuing) of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed), to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent 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, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which with respect to the scope of its resignation which, in the case of the retiring Administrative Agent, shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of for which the retiring Administrative AgentAgent is retiring, and the retiring Administrative Agent shall be discharged from its such duties and obligations hereunderhereunder and under the other Loan Documents that are applicable thereto (but not, for the avoidance of doubt, any rights, powers, privileges and duties from which the Administrative Agent is not resigning). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between among the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article 8 and Section ‎Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent. (b) Notwithstanding ‎Section 8.05(a), in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (1) the retiring Administrative Agent shall be discharged from such duties and obligations hereunder and under the other Loan Documents that are applicable thereto (but not, for the avoidance of doubt, any rights, powers, privileges and duties from which the Administrative Agent is not resigning); provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document, if applicable, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Lenders, and continue to be entitled to the rights set forth in such Collateral Documents and the Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that to the extent the retiring Administrative Agent resigned from such duty, the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (2) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties from which such Agent retired (but not, for the avoidance of doubt, any rights, powers, privileges and duties from which the Agent is not resigning); provided that (a) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (b) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article 8 and ‎Section 10.04, as well as any exculpatory, reimbursement and ‎indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of the retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as an Administrative AgentAgent and in respect of the matters referred to in the proviso under ‎Section 8.07(a). (c) The Collateral Trustee may resign or be removed and a replacement Collateral Trustee appointed all in accordance with Article VI of the Collateral Trust Agreement. Following the effectiveness of the Collateral Trustee’s resignation or removal from its capacity as such, the provisions of this Article 8 and Section 10.04, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of the retiring Collateral Trustee, 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 Trustee was acting as Collateral Trustee.

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

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or event which upon notice or lapse of time or both would constitute an Event of Default has occurred and or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, in consultation with the consent (provided no Event of Default or Default has occurred or is continuing) Borrower, on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders and the Issuing Lenders, appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s 's resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Each Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Issuers and the Borrowers. Upon receipt of any such notice of resignation, (x) with respect to the Revolving Facility, the Requisite Revolving Lenders and (y) with respect to the Borrower. Upon any such resignation by the Administrative AgentTerm Facilities, the Required Requisite Term Lenders shall have the right, in consultation with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)Borrowers, to appoint a successor, which shall be a bank (other than a Defaulting Lender) with an 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 Required Applicable Requisite Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) may on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders and the Issuers, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that if such Administrative Agent shall notify the Borrowers 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 a bank institution with an office discharged from its duties and obligations hereunder and under the other Loan Documents (except that in New York, New York, or an Affiliate the case of any collateral security held by such bankAdministrative Agent on behalf of or for the benefit of the Lenders or the Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security and the rights and obligations under the Parallel Debt until such time as a successor Administrative Agent is appointed and all rights and obligations of the retiring Administrative Agent under the Parallel Debt have been assigned and assumed by such successor Administrative Agent) and (2) all payments, communications and determinations provided to be made by, to or through such Administrative Agent (other than, for the avoidance of doubt, with respect to the Parallel Debt) shall instead be made by or to each applicable Lender and each applicable Issuer directly, until such time as the Applicable Requisite Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties (including all rights and obligations with respect to the Parallel Debt) of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). Each party to the Collateral Documents governed by Dutch law shall enter into any documents as reasonably necessary or reasonably requested by the successor Collateral Agent to ensure that the successor Collateral Agent shall have substantially the same rights and obligations under the Collateral Documents governed by Dutch law as it would have had if such successor had been an original party thereto. The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article X and Section 10.04 Sections 11.3 and 11.4 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as an Administrative Agent.

Successor Agents. Subject to The Administrative Agent or the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Collateral Agent may resign at any time by notifying giving written notice thereof to the Lenders and the Borrower, but such resignation shall not become effective until acceptance by a successor agent of its appointment pursuant hereto. Upon any such resignation, the retiring Administrative Agent or retiring Collateral Agent (as applicable) shall promptly appoint a successor agent from among the Lenders; provided, that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders, the Issuing Lenders Bank and the Borrower. Upon any ; provided, however, that such resignation approval by the Administrative Agent, the Required Lenders Borrower shall have the right, with the consent (provided no not be required at any time when a Default or Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor agent shall have been so appointed by the Required Lenders retiring Administrative Agent or retiring Collateral Agent (as applicable) and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives agent's giving of notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), may appoint a successor Administrative Agent as agent (provided, that such successor is reasonably acceptable to the Required Lenders and the Issuing Bank), which shall be either a Lender or a commercial bank institution with an office in New York, New York, organized under the laws of the United States of America or an Affiliate of any such bankState thereof and shall have a combined capital and surplus of at least $250,000,000. Upon the acceptance of its any appointment as Administrative Agent or Collateral Agent (as applicable) hereunder by a successorsuccessor agent, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative AgentAgent or retiring Collateral Agent (as applicable), and the retiring Administrative Agent or retiring Collateral Agent (as applicable) shall be discharged from its duties and obligations hereunder. The fees payable by under this Credit Agreement, the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower other Fundamental Documents and such successorany other credit documentation. After the any retiring Administrative Agent’s 's or retiring Collateral Agent's (as applicable) resignation hereunderhereunder as Administrative Agent or Collateral Agent (as applicable), the provisions of this Article and Section 10.04 12 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting Administrative Agent or Collateral Agent (as an Administrative Agentapplicable) under this Credit Agreement and the other Fundamental Documents.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Lenders and the Borrower. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders shall have the right, with subject to the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)) so long as no Default under Section 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 thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) may on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Administrative Agent which 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 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 Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a bank institution with an office successor Agent as provided for above in New York, New York, or an Affiliate of any such bankthis paragraph. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative (or retired) Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder 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 a successor Administrative such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Article Section 12 (including Section 12.7) and Section 10.04 13.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Agent was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Lenders Issuers and the BorrowerBorrowers. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Requisite Lenders shall have the right, in consultation with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)Borrowers, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank with an office in the United States of America. If no successor shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) may on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders and the Issuers, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrowers 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 a bank institution with an office discharged from its duties and obligations hereunder and under the other Loan Documents (except that in New York, New York, or an Affiliate the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such bankcollateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuer directly, until such time as the Requisite Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article X and Section 10.04 Sections 11.3 and 11.4 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as an Administrative Agent. The Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuers and the Borrowers. Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States of America, or an Affiliate of any such bank 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 Borrowers 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 paragraph. 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 Borrowers to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers 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. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign at any time by notifying the Lendersas Administrative Agent upon thirty (30) days’ notice to each Lender, the Issuing Lenders Collateral Agent and the Borrower. Upon any Borrower with such resignation by becoming effective upon a successor agent succeeding to the rights, powers and duties of the Administrative Agent pursuant to this Section 7.8. In addition, the Majority Lenders may remove the Administrative Agent upon thirty (30) days’ notice to the Administrative Agent, the Required Collateral Agent, each Lender and the Borrowers upon a finding that the Administrative Agent has materially breached its duties hereunder, which notice shall set forth with specificity the nature and dates of any such material breaches. If the Administrative Agent shall resign or be removed under this Agreement, then the Majority Lenders shall have the rightappoint a successor administrative agent, which may be a Lender, and, if not a Lender, with the prior written consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no Any 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, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor administrative agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring resigning Administrative Agent, and the retiring term “Administrative Agent” shall mean such successor administrative agent effective upon its appointment, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by terminated, without any other or further act or deed on the Borrower to a successor part of the former Administrative Agent shall be or any of the same as those payable parties to its predecessor unless otherwise agreed between the Borrower and such successorthis Agreement. After the retiring Administrative Agent’s resignation hereunderas Administrative Agent or the removal of the Administrative Agent as Administrative Agent, the provisions of this Article and Section 10.04 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Administrative AgentAgent under this Agreement.

Successor Agents. Subject to the appointment and acceptance Each of a successor agent as provided in this paragraph, the Administrative Agent and the Collateral Agent may resign at any time by notifying as the LendersAdministrative Agent or the Collateral Agent, as applicable, upon thirty (30) days’ notice to the Issuing Lenders and the BorrowerBorrower and if any Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. Upon If any such resignation Agent resigns under this Agreement or is removed by the Administrative AgentBorrower, the Required Lenders shall have the rightLenders, with subject to the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed)) at all times other than after the occurrence and during the existence of an Event of Default under clause (f) or (g) of Section 8.01, to shall appoint a successorsuccessor Agent. If no successor shall have been so agent is appointed by prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent, in the case of a resignation and in consultation with the Borrower, and the Borrower, in the case of a removal and in consultation with the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignationLenders, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), may appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bankAgent. Upon the acceptance of its appointment as successor Agent hereunder, the Person acting as such successor shall succeed to all the rights, powers and duties of the retiring Agent (other than any rights to reimbursement or indemnification that have accrued to the retiring Agent as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent, as applicable, under this Agreement) and the term “Administrative Agent” or “Collateral Agent” shall mean such successor agent, and the retiring Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as the case may be, shall be terminated. After the retiring Administrative Agent’s or the Collateral Agent’s resignation or removal hereunder, the provisions of this Article IX and the provisions of Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent, as applicable, by the date which is thirty (30) days following the retiring Agent’s notice of resignation or ten (10) days following the Borrower’s notice of removal, as applicable, the retiring Agent’s resignation shall nevertheless thereupon become effective and all payments, communications and determinations provided to be made by, to or through the Administrative Agent or Collateral Agent, as applicable, shall instead be made by, to or through the Required Lenders until such time, if any, as the Required Lenders or the Borrower, as applicable, appoint a successor agent as provided for above. Upon the acceptance of any appointment as an Agent hereunder by a successorsuccessor 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 or the Borrower may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, as applicable, other than any rights to reimbursement or indemnification that have accrued to the retiring Agent as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent, as applicable, under this Agreement, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by under 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 successorLoan Documents. After the retiring Administrative Agent’s resignation hereunder’s, the provisions of this Article IX and Section Sections 10.04 and 10.05 shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them it while it was acting as an the Administrative Agent or the Collateral Agent, as applicable.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative An Appropriate Agent may resign as ---------------- to one or more of the Facilities at any time by notifying giving written notice thereof to the Lenders, the Issuing Lenders and the BorrowerBorrowers and may be removed as to any of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation by the Administrative Agentor removal, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), right to appoint a successorsuccessor Appropriate Agent as to such of the Facilities as to which such Appropriate Agent has resigned or been removed. If no successor Appropriate Agent shall have been so appointed by the Required Lenders Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives Appropriate Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Appropriate Agent, then the retiring Administrative Appropriate Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders, appoint a successor Administrative Agent Appropriate Agent, which shall be a commercial bank institution with an office in New York, New York, or an Affiliate having a combined capital and surplus of any such bankat least $5,000,000,000. Upon the acceptance of its any appointment as Administrative Appropriate Agent hereunder by a successorsuccessor Appropriate Agent as to any of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Appropriate Agent, and the retiring Administrative Appropriate Agent shall be discharged from its duties and obligations hereunderunder this Agreement. The fees payable Upon the acceptance of any appointment as Appropriate Agent hereunder by a successor Appropriate Agent as to only one of the Facilities, such successor Appropriate Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Appropriate Agent as to such Facility, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility and payments by the Borrower to a successor Administrative Borrowers in respect of such Facility, and the retiring Appropriate Agent shall be the same discharged from its duties and obligations under this Agreement as those payable to its predecessor unless otherwise agreed between the Borrower and such successorFacility, other than 105 as aforesaid. After any retiring Appropriate Agent's resignation or removal hereunder as Appropriate Agent as to any of the retiring Administrative Agent’s resignation hereunderFacilities, the provisions of this Article and Section 10.04 VII shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting an Appropriate Agent as an Administrative Agentto any Facility under this Agreement.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and 1006028216v17 the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders Lxxxxxx and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent. The Collateral Trustee may resign, and in any such event shall be replaced, in accordance with the terms of the Collateral Trust Agreement.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Any Agent may resign at any time by notifying giving written notice thereof to the Lenders, the Issuing Lenders Lender Parties and the Borrower, and any Agent (other than Xxxxx Fargo in its capacity as an Agent) may be removed at any time with or without cause by the Required Lenders (without giving effect to the provision set forth in the definition of “Required Lenders” requiring that there be at least two Lenders that are not Affiliates); provided, however, that any removal of the Administrative Agent will not be effective until (x) it has also been replaced as Collateral Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof and (y) WFB’s Commitment has been terminated, reduced or assigned to other Lenders after the Third Amendment Effective Date on terms satisfactory to it. Upon any such resignation by the Administrative Agentor removal, the Required Lenders shall have the right, right to appoint a successor Agent with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor Agent shall have been so appointed by the Required Lenders Xxxxxxx, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignationresignation or the Required Xxxxxxx’ removal of the retiring Agent, then the retiring Administrative Agent may, on behalf of the Lender Parties, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent Agent, which shall be a commercial bank institution with an office in New York, New York, organized under the laws of the United States or an Affiliate of any State thereof and having a combined capital and surplus of at least $250,000,000; provided that, if, such bankretiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above, subject to this Section 7.06, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Xxxxxxx appoint a successor as provided for above. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Agent and, in the case of a successor Xxxxxxxxxx Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderunder the 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 If within 45 days after written notice is given of the retiring Administrative Agent’s resignation hereunderor removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article and Section 10.04 VII shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Administrative AgentAgent under this Agreement.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Lenders and the Borrower. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (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, then resignation (or such earlier day as shall be agreed by the retiring Administrative Agent may, Required Lenders with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), in consultation with the Borrower, on behalf of the Lenders, appoint a successor Administrative Agent which meeting the qualifications set forth above. For the avoidance of doubt, whether or not a successor 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 discharged from its duties and obligations hereunder and under the other Loan Documents and (b) except for any indemnity payments owed to the retiring Administrative Agent, all payments, communications #1038422810384414v3315 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 bank institution with an office in New York, New York, or an Affiliate of any such banksuccessor Administrative Agent as provided for above. Upon the acceptance of its a successor’s appointment as Administrative Agent hereunder by a successorhereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent (other than any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder 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 the retiring Administrative Agent’s resignation hereunderhereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Administrative Agent was acting as an the Administrative Agent.

Successor Agents. Subject The Administrative Agent may (i) resign as the Administrative Agent upon thirty (30) days’ notice to the Lenders and the Borrower and (ii) be removed by a vote of the Required Lenders upon five (5) days’ notice to the Borrower and the Administrative Agent. If the Administrative Agent resigns or is removed under this Agreement, the Required Lenders shall appoint a successor agent for the Lenders, which appointment and acceptance of a successor agent as provided in this paragraphshall (unless Administrative Agent has been removed by the Required Lenders and the successor agent is a Lender) require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 9.01(a) or (f) (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 resign at any time by notifying the Lendersappoint, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, after consulting with the consent (provided Lenders and, if no Event of Default under Section 9.01(a), (f) or (g) or Section 9.01(b) (solely in respect of a Default under Section 7.13 which has not been cured by the making of a Specified Equity Contribution within the time period permitted for the making of such contributions) has occurred and is continuing) , the Borrower, a successor agent from among the Lenders. If no successor agent is appointed prior to the effective date of the removal of the Administrative Agent by the Required Lenders, the Required Lenders may appoint a successor agent with the consent of the Borrower (such consent not to be unreasonably withheld or delayed); provided, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignationhowever, then the retiring Administrative Agent may, with that the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent shall not to be unreasonably withheld or delayed), appoint required if the successor agent is a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bankLender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring or removed Administrative Agent and the term “Administrative Agent”, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring or removed Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring or removed Administrative Agent resigns or is removed hereunder as the Administrative Agent, the provisions of this Article X and Section 12.04 and Section 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is (i) thirty (30) days following the retiring Administrative Agent’s notice of resignation or (ii) five (5) days following the Administrative Agent’s removal by the Required Lenders, the retiring or removed Administrative Agent’s resignation or removal shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Lenders assuming the role of Administrative Agent as specified in the immediately preceding sentence shall assume the rights and obligations of the Administrative Agent (including the indemnification provisions set forth in Section 10.07) as if each such Lender were the Administrative Agent. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successorsuccessor and such other instruments or notices, such successor as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to ensure that the Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by under the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative AgentLoan Documents.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been 92544055_10 so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Any Agent may resign at any time by notifying giving written notice thereof to the Lenders, the Issuing Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such the resignation by or removal of the Administrative Agent, the Required Lenders shall have the rightright to appoint a successor Administrative Agent, with provided that as long as no Default shall have occurred and be continuing, the Borrower shall have the right to consent to any such successor Administrative Agent, such consent not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders (and, if required, consented to by the Borrower), and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent (which, so long as no Default shall have occurred and be continuing, shall be subject to the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (Borrower, such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a commercial bank institution with an office in New York, New York, organized under the laws of the United States of America or an Affiliate of any such bankstate thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorunder this Agreement. After the any retiring Administrative Agent’s 's resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article and Section 10.04 VII shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Administrative AgentAgent under this Agreement.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, each of the Administrative Agent and Collateral Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent or the Collateral Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent or Collateral Agent gives notice of its resignation, then the retiring Administrative Agent or Collateral Agent may, in consultation with the consent (provided no Event of Default or Default has occurred or is continuing) Borrower, on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders and the Issuing Lenders, appoint a successor Administrative Agent or Collateral Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent or shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent or Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder, the provisions of this Article #90303017v26 and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its or Collateral Agent, their respective sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent or Collateral Agent, as applicable.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Any Agent may resign at any time by notifying giving written notice thereof to the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agentresignation, the Required Lenders Requisite Lenders, shall have the rightright to appoint a successor Agent which, with the consent (provided so long as no Default or Event of Default or Default has occurred and is continuing) of , shall be reasonably acceptable to the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successorBorrower. If no successor Agent shall have been so appointed by the Required Lenders Requisite Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives Agent's giving of notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders, appoint a successor Administrative Agent which shall be a bank institution with an office in New YorkAgent, New York, or an Affiliate of any selected from among the Lenders then entitled to instruct such bankAgent. Upon the acceptance of its any appointment as Administrative Agent hereunder or Collateral Agent, as the case may be, by a successorsuccessor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Documents. The fees payable by the Borrower Prior to a successor any retiring Agent's resignation hereunder as Administrative Agent or Collateral Agent, as the case may be, the retiring Agent shall take such action as may be reasonably necessary to assign to the same successor Agent its rights as those payable to its predecessor unless otherwise agreed between Administrative Agent or Collateral Agent, as the Borrower and such successorcase may be, under the Loan Documents. After such resignation, the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 Agent shall continue in effect for to have the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of this ARTICLE X as to any actions taken or omitted to be taken by any of them it while it was acting Administrative Agent or Collateral Agent, as an Administrative Agentthe case may be, under this Agreement and the other Loan Documents.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the 108 Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the The Administrative Agent may resign at any time by notifying as Administrative Agent upon 10 days' notice to the Lenders, the Issuing Lenders and the BorrowerHoldings. Upon any such resignation by If the Administrative AgentAgent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have appoint from among the rightLenders a successor agent for the Lenders, with the consent which successor agent shall (provided no unless an Event of Default under Section 11(g), (h) or Default has (i) with respect to Holdings or a Borrower shall have occurred and is be continuing) of the Borrower be subject to approval by Holdings (such consent which approval shall not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, whereupon such successor agent shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent, and the retiring term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunderterminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. The fees payable If no successor agent has accepted appointment as Administrative Agent by the Borrower to date that is 10 days following a successor retiring Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After Agent's notice of resignation, the retiring Administrative Agent’s 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Any Syndication Agent may, at any time, by notice to the Lenders and the Administrative Agent, resign as Syndication Agent hereunder, whereupon the duties, rights, obligations and responsibilities of such Syndication Agent hereunder shall automatically be assumed by, and inure to the benefit of, the Administrative Agent, without any further act by such Syndication Agent, the Administrative Agent or any Lender. After any retiring Agent's resignation as Agent, the provisions of this Article and Section 10.04 12 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Administrative AgentAgent under this Agreement and the other Loan Documents.

Successor Agents. Subject to the appointment and acceptance terms of a successor agent as provided in this paragraphSection 12.05, each Agent may, upon thirty days’ notice to the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the , resign as Administrative Agent or Collateral Agent, as applicable. If an Agent shall resign then the Required Lenders Xxxxxxx shall have appoint a successor agent. If for any reason a successor agent is not so appointed and does not accept such appointment within thirty days of notice of resignation such Agent may appoint a successor agent. The appointment of any successor Agent shall be subject to the right, with the prior written consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such which consent shall not to be unreasonably withheld or delayed), ; provided that the consent of the Borrower to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted any such appointment within thirty shall not be required if (30i) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no a Default or Event of Default shall have occurred and is continuing or Default has occurred or (ii) if such successor agent is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, Lender or an Affiliate of such Agent or any such bankLender. Upon Any resignation of an Agent shall be effective upon the acceptance appointment of its appointment a successor agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent’s resignation hereunder as Administrative Agent hereunder by a successorAgent, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by hereunder and under the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower other Facility Documents and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 XII shall continue in effect for the its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in with respect of to any actions taken or omitted to be taken by any of them it while it was acting Agent under this Agreement and under the other Facility Documents. 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. If no successor Collateral Agent or 750499896 22723957 Collateral Administrator, as applicable, shall have been appointed and an Administrative Agentinstrument of acceptance by a successor Collateral Agent or Collateral Administrator, as applicable, shall not have been delivered to the Collateral Agent or the Collateral Administrator, as applicable, within sixty days after giving of notice of resignation by the Collateral Agent or the Collateral Administrator, as applicable, the resigning Collateral Agent or Collateral Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent or Collateral Administrator, as applicable.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, in consultation with the consent (provided no Event of Default or Default has occurred or is continuing) Borrower, on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders and the Issuing Lenders, appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section ‎Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.

Successor Agents. (a) Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the BorrowerBorrowers as to such resignation. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided that no Event of Default or Default has occurred and is continuing) of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed), to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent 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, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower Borrowers (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which with respect to the scope of its resignation which, in the case of the retiring Administrative Agent, shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of for which the retiring Administrative AgentAgent is retiring, and the retiring Administrative Agent shall be discharged from its such 134 duties and obligations hereunderhereunder and under the other Loan Documents that are applicable thereto (but not, for the avoidance of doubt, any rights, powers, privileges and duties from which the Administrative Agent is not resigning). The fees payable by the Borrower Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between among the Borrower Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article 8 and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent. (b) Notwithstanding Section 8.05(a), in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (1) the retiring Administrative Agent shall be discharged from such duties and obligations hereunder and under the other Loan Documents that are applicable thereto (but not, for the avoidance of doubt, any rights, powers, privileges and duties from which the Administrative Agent is not resigning); provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document, if applicable, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Lenders, and continue to be entitled to the rights set forth in such Collateral Documents and the Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that to the extent the retiring Administrative Agent resigned from such duty, the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (2) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties from which such Agent retired (but not, for the avoidance of doubt, any rights, powers, privileges and duties from which the Agent is not resigning); provided that (a) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (b) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article 8 and Section 10.04, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of the retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent and in respect of the matters referred to in the proviso under Section 8.07(a). (c) The Collateral Trustee may resign or be removed and a replacement Collateral Trustee appointed all in accordance with Article VI of the Collateral Trust Agreement. Following the effectiveness of the Collateral Trustee’s resignation or removal from its capacity as such, the provisions of this Article 8 and Section 10.04, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of the retiring Collateral Trustee, 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 Trustee was acting as Collateral Trustee.

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

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.those

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Revolving Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.

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

Successor Agents. Subject (a) Each of the Administrative Agent and the Collateral Agent may resign upon 10 days’ notice to the Lenders and the Borrower. If either such Agent shall so resign under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(f)8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld, conditioned or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor agent effective upon such appointment and acceptance approval, and the former Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent or Collateral Agent, as applicable, by the date that is 10 days following a retiring Agent’s notice of resignation (the “Resignation Effective Date”), the retiring Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent or Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided in this paragraph, the Administrative Agent may resign at for above. After any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such retiring Agent’s resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative or Collateral Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderapplicable, the provisions of this Article and Section 10.04 9.79.7 shall continue in effect for the inure to its benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as an Administrative AgentAgent under this Agreement and the other Loan Documents.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Each Administrative Agent and the Collateral Agent may resign at any time by notifying give notice of its resignation to the Lenders, the Issuing Lenders Letter of Credit Issuer and the BorrowerBorrowers. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders shall have the right, with subject to the reasonable consent (provided of the U.S. Parent Borrower so long as no Default or Event of Default or Default has occurred and is continuing) of the Borrower (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) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) may on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders, appoint a successor Administrative Agent which meeting the qualifications set forth above; provided that if the retiring Agent shall notify the U.S. Parent 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 Agent shall be a bank institution with an office discharged from its duties and obligations hereunder and under the other Credit Documents (except in New York, New York, or an Affiliate the case of the Collateral Agent holding collateral security on behalf of any Secured Parties, the retiring Collateral Agent shall continue to hold such bankcollateral 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 directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder by a successoror Collateral Agent, as the case may be, hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative (or retired) Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder. The fees payable by hereunder or under the Borrower to a successor Administrative Agent shall be the same other Credit Documents (if not already discharged therefrom as those payable to its predecessor unless otherwise agreed between the Borrower and such successorprovided above in this Section). After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Article Section 11 (including 11.7) and Section 10.04 12.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Agent was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent or Collateral Agent may resign at any time by notifying giving notice thereof to the Lenders, the Issuing Lenders and Bxxxxxxx. Administrative Agent or Collateral Agent may be removed involuntarily only for a material breach of its duties and obligations hereunder or under the Borrowerother Financing Documents or for gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, in connection with the performance of its duties hereunder or under the other Financing Documents and then only upon the affirmative vote of the Required Lenders (excluding such Agent from such vote and such Agent’s Proportionate Share of the Commitment from the amounts used to determine the portion of the Commitment necessary to constitute the required Proportionate Share of the remaining Lenders). Upon any such resignation by the Administrative Agentor removal, the Required Lenders shall have the rightright to appoint a successor Administrative Agent or Collateral Agent, as applicable, with the consent of Borrower (provided no unless an Event of Default or Default has shall have occurred and is be continuing) of the Borrower (such ), which consent shall not to be unreasonably withheld or delayed), to appoint a successorwithheld. If no successor Administrative Agent or Collateral Agent, as applicable, shall have been so appointed by the Required Lenders Lenders, and such successor shall have accepted such appointment appointment, within thirty (30) days after the retiring Administrative Agent gives Agent’s or Collateral Agent’s, as applicable, giving of notice of its resignation, then resignation or the Lenders’ removal of the retiring Administrative Agent or retiring Collateral Agent, as applicable, the retiring Administrative Agent or the retiring Collateral Agent, as applicable, may, with the consent (provided no Event of Default or Default has occurred or is continuing) on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, which shall be a then-existing Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank institution with having a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000) and approved by Bxxxxxxx (unless an office in New YorkEvent of Default shall have occurred and be continuing), New York, or an Affiliate of any such bankwhich consent shall not be unreasonably withheld. Upon the acceptance of its any appointment as Administrative Agent hereunder or Collateral Agent, as applicable, under the Operative Documents by a successorsuccessor Administrative Agent or Collateral Agent, as applicable, such successor Administrative Agent or successor Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or the retiring Collateral Agent, as applicable, and the retiring Administrative Agent or the retiring Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor as Administrative Agent shall be or Collateral Agent, as applicable, only under the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorFinancing Documents. After the any retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunderor removal hereunder as Administrative Agent or Collateral Agent, as applicable, the provisions of this Article 9 shall inure to its benefit (and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of Parties) as to any actions taken or omitted to be taken by any of them it while it was acting Administrative Agent or Collateral Agent, as an Administrative Agentapplicable, under the Operative Documents.

Successor Agents. Subject to the appointment and acceptance Each of a successor agent as provided in this paragraph, the Administrative Agent and the Collateral Agent may resign at any time by notifying as Administrative Agent (as to one or more Classes) or Collateral Agent, as applicable, upon 30 days’ notice to the Lenders, the Issuing Lenders and the Borrower; provided that any such resignation by JPMCB shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon any such resignation by the Administrative Agent, the Required Lenders of the applicable Class or Classes shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), right to appoint a successorsuccessor Administrative Agent. Upon any such resignation by the Collateral Agent, the Required Lenders shall have the right to appoint a successor Collateral Agent. If no successor Agent shall have been so appointed by the Required Lenders appointed, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Administrative Agent gives Agent’s giving of notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) on behalf of the Borrower (such consent not to be unreasonably withheld Lenders of the applicable Class or delayed)Classes, appoint a successor Administrative Agent which or Collateral Agent , as the case may be, selected from among the Lenders, in the case of the resignation of the Administrative Agent, the Lenders, in the case of the resignation of the Collateral Agent. In any case, such appointment shall be a bank institution with subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an office in New York, New York, or an Affiliate Event of any such bankDefault). Upon the acceptance of its any appointment as Administrative Agent hereunder or Collateral Agent by a successorsuccessor Agent, such successor Agent shall succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Documents. The fees payable by the Borrower Prior to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s resignation hereunderhereunder as Administrative Agent or Collateral Agent, the provisions retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent or Collateral Agent, as the case may be, under the Loan Documents. After such resignation, the retiring Agent shall continue to have the benefit of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of IX as to any actions taken or omitted to be taken by any of them it while it was an Agent under this Agreement and the other Loan Documents. If no successor Administrative Agent or Collateral Agent is appointed prior to the effective date of the resignation of the Administrative Agent or Collateral Agent, the resigning Agent may appoint, after consulting with the Lenders of the applicable Class or Classes and the Borrower, a successor agent from among the Lenders of the applicable Class or Classes. Upon the acceptance of its appointment as successor Agent hereunder, the Person acting as an such successor Agent shall succeed to all the rights, powers and duties of the retiring Agent (and, if applicable, L/C Issuer and Swing Line Lender) and the respective terms “Administrative Agent,” “L/C Issuer,” “Swing Line Lender,” and “Collateral Agent” shall mean such successor Administrative Agent, L/C Issuer, Swing Line Lender or Collateral Agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated, the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated and the retiring Collateral Agent’s rights, powers and duties as such shall be terminated shall be terminated, without any other or further act or deed on the part of such retiring Administrative Agent, L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as Administrative Agent or Collateral Agent, as applicable, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. If no successor Collateral Agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agents. Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, in consultation with the consent (provided no Event of Default or Default has occurred or is continuing) Borrower, on behalf of the Borrower (such consent not to be unreasonably withheld or delayed)Lenders and the Issuing Lenders, appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.

Successor Agents. Subject to the appointment and acceptance Each of a successor agent as provided in this paragraph, the Administrative Agent and Collateral Agent may resign at any time by notifying the Lendersother Agent, the Issuing Lenders and the Borrower. Upon receipt of any such resignation by the Administrative Agentnotice of resignation, the Required Lenders shall have the right, with subject to the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed)) so long as no Specified Default has occurred and 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 Xxxxxxx and shall have accepted such appointment within thirty (30) 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent maymay 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 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 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 a Specified Default) the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), withheld) appoint a successor Administrative Agent which shall be a bank institution with an office Agents as provided for above in New York, New York, or an Affiliate of any such bankthis paragraph. Upon the acceptance of its a successor’s appointment as the Administrative Agent hereunder 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 a successorthe Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative (or retired) Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunderhereunder 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 a successor Administrative such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunderhereunder and under the other Credit Documents, the provisions of this Article Section 12 (including Section 12.7) and Section 10.04 13.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it the retiring Agent was acting as an Administrative Agent.