Common use of Successor Agents Clause in Contracts

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall 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, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s 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 or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon thirty (30) days’ at any time by giving written notice thereof to the Lenders and the Borrower. If Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall 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, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the . If no successor Administrative Agent or Collateral Agent shall have been so appointed by the Collateral Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation, as applicablethen the retiring Agent may, may appointon behalf of the Lenders, after consulting with the Lenders and the Borrower, appoint a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminatedselected from among the Lenders. After Upon the retiring acceptance of any appointment as Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, hereunder as the Agent by a successor Administrative Agent or as Collateral Agent by a successor Collateral Agent, such successor Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the applicable retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Administrative Agent or Collateral Agent, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent or Collateral Agent, as applicable, under the provisions Loan Documents. After such resignation, any retiring Agent shall continue to have the benefit of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit X as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, under this AgreementAgreement and the other Loan Documents. If no successor agent Person has accepted the appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or the successor Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfiedabove, the Administrative Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, discretion, privileges, privileges and duties of of, the applicable retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to effective upon its resignation until a successor Collateral Agent has been appointed in accordance with the extent not previously discharged, be discharged from its duties and obligations under terms hereof. If no Person has accepted the Loan Documents. The fees payable by the Borrower to a appointment as successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or has not succeeded a retiring Collateral Agent, in each case, as applicableprovided above, the Requisite Lenders shall succeed to, and become vested with, all the rights, powers, privileges and duties of, the applicable retiring Agent effective upon its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agentresignation. AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicableINC.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent and or the Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders, the Borrowers and each other Agent and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower Representative may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent or Collateral Agent, as applicable, the Lenders and the Borrowereach other Agent. If the Administrative Agent or the Collateral Agent resigns under this Agreementor is removed by the Borrower Representative, the Required Lenders shall appoint a successorsuccessor agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent shall require (a) in the consent case of the Administrative Agent, be selected from among the Lenders and (b) be consented to by the Borrower Representative at all times other than during the existence of an Event of Payment or Bankruptcy Default under Section 8.01(f) or (g) (which consent of the Borrower Representative shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Administrative Agent or Collateral Agent be a Defaulting Lender or a Disqualified Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower Representative, in the case of a removal may appoint, after consulting with the Lenders and the BorrowerBorrower Representative (in the case of a resignation), a successor agent meeting which, in the qualifications set forth abovecase of the Administrative Agent, which successor may not shall be a Defaulting Lender or Disqualified Lenderfrom among the Lenders (subject to the proviso at the end of the immediately preceding sentence). Upon the acceptance of its appointment as successor agent hereunderagent, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or retiring Collateral Agent under the Collateral Agent, as applicable, Loan Documents and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative or collateral agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or retiring the Collateral Agent’s resignation, as applicable, hereunder resignation or removal in accordance herewith as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section the provisions of Sections 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent in respect of the Collateral Agent, as applicable, under this AgreementLoan Documents. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or ten (10) days following the Borrower Representative’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (ax) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (by) otherwise ensure that the Collateral and Guarantee Requirement Section 6.11 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent under the Collateral Agent, as applicableLoan Documents, and the retiring Administrative Agent and/or or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under as the other Loan DocumentsAdministrative Agent or the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the its benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them it while it was acting as the retiring Administrative Agent or retiring the Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. (a) The Administrative Agent and the or Collateral Agent may resign as the Administrative Agent and or Collateral Agent, as applicable, upon thirty (30) 30 days’ written notice to the Lenders Parent Borrower and the BorrowerLenders. If the Administrative Agent or the Collateral Agent resigns under this AgreementUpon receipt of any such notice of resignation, the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require be consented to by the consent of the Parent Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) 8.01(a), (f), or (g) (which consent of the Parent Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, Agent may appoint, after consulting with the Lenders and the Parent Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lenderagent. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative or such successor collateral agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)applicable, and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section Sections 10.04 and Section 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfiedDocuments, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them while solely in respect of the retiring Administrative Agent Loan Documents or retiring Collateral AgentObligations, as applicable, while the retiring Agent was acting as Administrative Agent and/or or Collateral Agent, as applicable. (b) Any resignation by MS as Administrative Agent or Collateral Agent pursuant to this Section 9.09 shall also constitute its resignation or removal as an L/C Issuer, in which case the resigning or removed L/C Issuer (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights as L/C Issuer with respect to any Letters of Credit issued by it prior to the date of such resignation. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent hereunder or upon the expiration of the 30-day period following the retiring Administrative Agent or Collateral Agent’s notice of resignation without a successor agent having been appointed, (i) such successor (if any) shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (ii) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents and (iii) the successor L/C Issuer (if any) shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make (or the Borrower shall enter into) other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, Agent upon thirty (30) 30 days’ notice to the Lenders and the Maltese Borrower. If the Administrative Agent or the and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, as the case may be, may be removed as the Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Maltese Borrower and the Required Lenders. If an Agent resigns or is removed under this Agreement, the Required Lenders shall appoint from among the Lenders a successor, which shall be a bank with an office in successor agent for the United States, or an Affiliate of any such bank with an office in the United StatesLenders, which appointment of a successor agent shall require the consent of the Maltese Borrower at all times other than during the existence of an Event of Default under Section 8.01(a), 8.01(f) or (g8.01(g) (which consent of the Maltese Borrower shall not be unreasonably withheld or delayed). If, at the time that the Administrative Agent’s resignation is effective, it is acting as an L/C Issuer or the Swing Line Lender, such resignation shall also operate to effectuate its resignation as L/C Issuer or the Swing Line Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, or to make Swing Line Loans. If no successor agent is appointed prior to the effective date of the resignation (but not removal) of the Administrative Agent or the Collateral any Agent, as applicable, the Administrative such Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Maltese Borrower, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, (and the term “Collateral Agent” shall mean such successor collateral agent agent, security trustee and/or supplemental agent, as described in Section 9.01(c)), and the retiring Administrative or removed Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or and/or Collateral Agent, as applicablethe case may be, shall be terminated. After the retiring Administrative or removed Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation hereunder as the Administrative Agent or the and/or Collateral Agent, as applicablethe case may be, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the and/or Collateral Agent, as applicablethe case may be, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral applicable Agent by the date which is thirty (30) 30 days following the retiring Administrative (but not removed) 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 such Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative an Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative such Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative or removed Agent and/or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Administrative Agent may resign as Administrative Agent and the Collateral Agent may resign as the Administrative Collateral Agent and Collateral Agent, as applicable, upon thirty (30) 20 days’ prior written notice to the Lenders and the Borrower. If (a) the Administrative Agent shall resign as Administrative Agent or the Collateral Agent resigns shall resign as Collateral Agent under this AgreementAgreement and the other Credit Documents, then the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent in each case, shall require the consent of be approved by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower approval shall not be unreasonably withheld withheld) so long as no Default or delayed). If no Event of Default is continuing, whereupon such successor agent is appointed prior shall succeed to the effective date of the resignation rights, powers and duties of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, case may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicablebe, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent”, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)effective upon such appointment and approval, and the retiring former Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment’s rights, powers and duties as the Administrative Agent or Collateral Agent, as applicablethe case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Loans. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, resignation as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicablethe case may be, the provisions of this Article IX and Section 10.04 and Section 10.05 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective Agreement and the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan other Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent and or the Collateral Agent, as applicable, applicable upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall appoint a successorsuccessor agent for the Lenders, 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, which appointment of a successor agent shall require the consent of be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f8.01(a), (f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lenderagent. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or retiring Collateral Agent (other than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent or Collateral Agent, Agent as applicable, of the effective date of its resignation) and the term “Administrative Agent” or “Collateral Agent,” ”, as applicable, shall mean such successor administrative agent or collateral agent and/or supplemental administrative agentSupplemental Agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, Agent shall be terminatedterminated (if not already terminated as provided below). After the retiring Administrative Agent’s or retiring the Collateral Agent’s resignation, as applicable, resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section Sections 10.04 and Section 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 the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and such Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral Section 6.11 and Guarantee Requirement 6.15 is satisfied, the successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or or Collateral Agent shallshall be discharged, if not previously discharged pursuant to the extent not previously dischargedforegoing provisions of this Section 9.09, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under as the other Loan DocumentsAdministrative Agent or the Collateral Agent, the provisions of this Article IX and Sections Section 10.04 and 10.05 shall continue in effect for the its benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them it while it was acting as the retiring Administrative Agent or retiring the Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Administrative Agent and or the Collateral Syndication Agent may resign as at any time by giving notice thereof to the Banks, the Borrower and each other and the Administrative Agent and Collateral or the Syndication Agent, as applicable, upon thirty shall resign in the event its Commitment (30without participants) days’ notice is reduced to less than Ten Million Dollars ($10,000,000) unless as a result of a cancellation or reduction in the Lenders and aggregate Commitments. Upon any such resignation, the Borrower. If Majority Banks shall have the right to appoint a successor Administrative Agent or the Collateral Agent resigns under this AgreementSyndication Agent, the Required Lenders shall appoint a successoras applicable, which shall be a bank with an office in the United Statessuccessor Administrative Agent or successor Syndication Agent (as applicable) shall, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an provided no Event of Default under Section 8.01(f) or (g) (has occurred and is then continuing, be subject to Borrower's approval, which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor agent is Administrative Agent or Syndication Agent (as applicable) shall have been so appointed prior to by the effective date Majority Banks and approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent or Syndication Agent (as applicable) gives notice of resignation, then the retiring Administrative Agent or retiring Syndication Agent (as applicable) may, on behalf of the resignation Banks, appoint a successor Administrative Agent or Syndication Agent (as applicable), which shall be the Administrative Agent, Documentation Agent or the Syndication Agent as the case may be, who shall act until the Majority Banks shall appoint an Administrative Agent or Syndication Agent. Any appointment of a successor Administrative Agent or Syndication Agent by Majority Banks or the retiring Administrative Agent or the Collateral AgentSyndication Agent pursuant to the preceding sentence shall, as applicableprovided no Event of Default has occurred and is then continuing, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and be subject to the Borrower, a successor agent meeting the qualifications set forth above's approval, which successor may approval shall not be a Defaulting Lender unreasonably withheld or Disqualified Lenderdelayed. Upon the acceptance of its appointment as the Administrative Agent or Syndication Agent hereunder by a successor agent hereunderAdministrative Agent or successor Syndication Agent, the Person acting as applicable, such successor agent Administrative Agent or successor Syndication Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers rights and duties of the retiring Administrative Agent or the Collateral retiring Syndication Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral the retiring Syndication Agent, as applicable, shall be terminateddischarged from its duties and obligations hereunder. The rights and duties of the Administrative Agent to be vested in any successor Administrative Agent shall include, without limitation, the rights and duties as Swingline Lender. After the any retiring Administrative Agent’s 's or retiring Collateral Syndication Agent’s resignation, as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicable's resignation hereunder, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Syndication Agent, as applicable. For gross negligence or willful misconduct, as determined by all the Banks (excluding for such determination Administrative Agent or Syndication Agent in its capacity as a Bank, as applicable), Administrative Agent or Syndication Agent may be removed at any time by giving at least thirty (30) Business Days' prior written notice to Administrative Agent or Syndication Agent and Borrower. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent, Documentation Agent or Syndication Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s 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 or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested accordance with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicableSection 7.8.

Successor Agents. The Administrative Agent and the or Collateral Agent may resign as the Administrative Agent and or Collateral Agent, as applicable, upon thirty (30) 30 days’ written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent or Collateral Agent or a controlling Affiliate of the Administrative Agent or the Collateral Agent resigns under this Agreementis subject to an Agent-Related Distress Event, the Borrower may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require the consent of be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) 8.01(a), (f), or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, as applicable, of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the Collateral extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative or such successor collateral agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)applicable, and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation or removal hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section Sections 10.04 and Section 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed, for the avoidance of doubt any agency fees for the account of the retiring agent shall cease to accrue from (and shall be payable on) the date that a successor Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfiedDocuments, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or retiring Collateral Agent, as applicable, was acting as . At any time the Administrative Agent and/or or Collateral AgentAgent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Administrative Agent or Collateral Agent may be removed as applicablethe Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the Required Lenders.

Successor Agents. The Administrative Agent and or the Collateral Agent may resign as the Administrative Agent and or Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral Agent resigns shall resign as Administrative Agent or Collateral agent, as applicable, under this AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require the consent of the Borrower at all times other than during the existence of (unless an Event of Default under Section 8.01(f8(a) or (gSection 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as whereupon such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)effective upon such appointment and approval, and the retiring former Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment’s rights, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After , without any other or further act or deed on the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, hereunder as the part of such former Administrative Agent or the Collateral Agent, as applicable, or any of the provisions parties to this Agreement or any holders of this Article IX and Section 10.04 and Section 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 the Collateral Agent, as applicable, under this AgreementLoans. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which that is thirty (30) days following the a retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of above. After any collateral security held by the retiring Administrative Agent’s or Collateral Agent’s resignation as Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan DocumentsCollateral Agent, the retiring Collateral Agent provisions of this Section 9 and of Section 10.5 shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)inure to its benefit. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, desirable 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 satisfiedSecurity Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent and or the Collateral Agent, as applicable, applicable upon thirty (30) days’ notice to the Lenders and the BorrowerBorrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this AgreementAgreement or is removed by the Borrower, the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require the consent of be consented to by the Borrower at all times other than during the existence of an Event of Default under Section Sections 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the BorrowerBorrower (in the case of a resignation), a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the retiring Collateral Agent, as applicable, Agent and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent or collateral agent and/or supplemental administrative agentSupplemental Agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or retiring the Collateral Agent’s resignation, as applicable, resignation or removal hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX 9 and Section the provisions of Sections 10.04 and Section 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 the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder until such time, if any, as the Required Lenders Lxxxxxx appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement Section 6.11 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under as the other Loan DocumentsAdministrative Agent or the Collateral Agent, the provisions of this Article IX 9 and Sections 10.04 and 10.05 shall continue in effect for the its benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them it while it was acting as the retiring Administrative Agent or retiring the Collateral Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, was acting as Administrative Agent and/or Collateral Agent(b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, as applicableand (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, Agent upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders Xxxxxxx shall appoint from among the Lenders a successor, which shall be a bank with an office in successor agent for the United States, or an Affiliate of any such bank with an office in the United StatesLenders, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f8.01(a), (f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the and Collateral Agent, as applicable, Agent and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, be (and the term “Collateral Agent” shall mean such successor collateral agent agent, as described in this Section 9.09 and/or supplemental agent, as described in Section 9.01(c9.02), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or and Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation hereunder as the Administrative Agent or the and Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the and Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the and Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or the and Collateral Agent, as applicable, Agent hereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the and Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the and Collateral Agent, as applicable, and the retiring Administrative Agent and/or and Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall 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, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent hereunderxxxxxxxxx, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s 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 or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall, at its election, also constitute its resignation as L/C Issuer. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). Upon the appointment by the Borrower of a successor L/C Issuer hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged from all of 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 Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

Successor Agents. (a) The Senior Administrative Agent and the Senior Collateral Agent may resign as the Senior Administrative Agent and Senior Collateral Agent, as applicablerespectively, upon thirty (30) 30 days’ notice to the Lenders and the Borrower. If the Senior Administrative Agent or the Senior Collateral Agent, as applicable, shall resign as Senior Administrative Agent resigns or Senior Collateral Agent, as applicable, under this AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require the consent of the Borrower at all times other than during the existence of (unless an Event of Default under Section 8.01(f9(a) or (gSection 9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as whereupon such successor agent shall succeed to all the rights, powers and duties of the retiring Senior Administrative Agent or the Senior Collateral Agent, as applicable, and the term “Senior Administrative Agent” or “Senior Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may beeffective upon such appointment and approval, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring former Senior Administrative Agent’s ’s, or retiring Senior Collateral Agent’s, as applicable, appointmentrights, powers and duties as the Senior Administrative Agent or Senior Collateral Agent, as applicable, shall be terminated. After , without any other or further act or deed on the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, hereunder as the part of such former Senior Administrative Agent or the Senior Collateral Agent, as applicable, or any of the provisions parties to this Agreement or any holders of this Article IX and Section 10.04 and Section 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 the Collateral Agent, as applicable, under this AgreementLoans. If no successor agent has accepted appointment as the Senior Administrative Agent or the Senior Collateral Agent Agent, as applicable, by the date which that is thirty (30) 30 days following the a retiring Senior Administrative Agent’s or Senior Collateral Agent’s, as applicable, notice of resignation, the retiring Senior Administrative Agent’s or Senior Collateral Agent’s, as applicable, resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of the Senior Administrative Agent or the Senior Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of above. After any collateral security held by the retiring Senior Administrative Agent’s or Senior Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan DocumentsAgent’s, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment applicable, resignation as the Senior Administrative Agent or the Senior Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 Section 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of to any actions taken or omitted to be taken by any of them it while the retiring it was Senior Administrative Agent or retiring Senior Collateral Agent, as applicable, was acting under this Agreement and the other Loan Documents. (b) The Syndication Agent may, at any time, by notice to the Lenders and the Senior 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 Senior Administrative Agent, without any further act by the Syndication Agent, the Senior Administrative Agent and/or Collateral Agent, as applicableor any Lender.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent and or the Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders, the Borrower and each other Agent and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent or Collateral Agent, as applicable, the Lenders and the Borrowereach other Agent. If the Administrative Agent or the Collateral Agent resigns under this Agreementor is removed by the Borrower, the Required Lenders shall appoint a successorsuccessor agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent shall require (a) in the consent case of the Administrative Agent, be selected from among the Lenders and (b) be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f8.01(a), (f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Administrative Agent or Collateral Agent be a Defaulting Lender or a Disqualified Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the BorrowerBorrower (in the case of a resignation), a successor agent meeting which, in the qualifications set forth abovecase of the Administrative Agent, which successor may not shall be a Defaulting Lender or Disqualified Lenderfrom among the Lenders (subject to the proviso at the end of the immediately preceding sentence). Upon the acceptance of its appointment as successor agent hereunderagent, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or retiring Collateral Agent under the Collateral Agent, as applicable, Loan Documents and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative or collateral agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or retiring the Collateral Agent’s resignation, as applicable, hereunder resignation or removal in accordance herewith as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section the provisions of Sections 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent in respect of the Collateral Agent, as applicable, under this AgreementLoan Documents. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (ax) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (by) otherwise ensure that the Collateral and Guarantee Requirement Section 6.10 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent under the Collateral Agent, as applicableLoan Documents, and the retiring Administrative Agent and/or or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under as the other Loan DocumentsAdministrative Agent or the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the its benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them it while it was acting as the retiring Administrative Agent or retiring the Collateral Agent, as applicable, was acting . Any resignation by Citizens as Administrative Agent and/or Collateral Agent, pursuant to this Section shall also constitute the resignation as applicablean L/C Issuer and Swing Line Lender pursuant to Section 2.03(q) and 2.04(h).

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent and or the Collateral Agent, as applicable, applicable upon thirty (30) days’ notice to the Lenders and the BorrowerXxxxxxx. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require the consent of the Borrower be consented to by Xxxxxxx at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower Xxxxxxx shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the BorrowerXxxxxxx, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the retiring Collateral Agent, as applicable, Agent and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent or collateral agent and/or supplemental administrative agentSupplemental Agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or retiring the Collateral Agent’s resignation, as applicable, resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section Sections 10.04 and Section 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 the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement Section 6.11 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under as the other Loan DocumentsAdministrative Agent or the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the its benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them it while it was acting as the retiring Administrative Agent or retiring the Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent and or the Collateral Agent, as applicable, applicable upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require the consent of be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (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 or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the retiring Collateral Agent, as applicable, Agent and the term “Administrative Agent” or “Collateral Agent,” ”, as applicable, shall mean such successor administrative agent or collateral agent and/or supplemental administrative agentSupplemental Agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or retiring the Collateral Agent’s resignation, as applicable, resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section Sections 10.04 and Section 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 the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following delivery of the retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and such Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and the Required Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirablenecessary, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement Section 6.11 is satisfied, the successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or or Collateral Agent shallshall be discharged, if not previously discharged pursuant to the extent not previously dischargedforegoing sentence, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under as the other Loan DocumentsAdministrative Agent or the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the its benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them it while it was acting as the retiring Administrative Agent or retiring the Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, Agent upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent or the and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, as the case may be, may be removed as the Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower and the Required Lenders. If the Administrative Agent resigns or is removed under this Agreement, the Required Lenders shall appoint from among the Lenders a successor, which shall be a bank with an office in successor agent for the United States, or an Affiliate of any such bank with an office in the United StatesLenders, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation (but not removal) of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the and Collateral Agent, as applicable, Agent and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, (and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)), and the retiring or removed Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or and Collateral Agent, as applicable, Agent shall be terminated. After the retiring or removed Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and IX, Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it (i) while it was the Administrative Agent or the Collateral Agent, as applicable, under this AgreementAgreement and (ii) after such resignation or removal for as long as the Administrative Agent continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent. If no successor agent has accepted appointment as the Administrative Agent or the and Collateral Agent by the date which is thirty (30) days following the retiring (but not removed) Administrative Agent’s and Collateral Agent’s notice of resignation, the retiring Administrative Agent’s and Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring or removed Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Each Administrative Agent may resign as Administrative Agent and the Collateral Agent may resign as the Administrative Collateral Agent and Collateral Agent, as applicable, upon thirty (30) 20 days’ prior written notice to the Lenders and the BorrowerCompany. If the any Administrative Agent shall resign as Administrative Agent or the Collateral Agent resigns shall resign as Collateral Agent under this AgreementAgreement and the other Credit Documents, then the Required Lenders shall (a) if such resigning Administrative Agent is the Tranche B Term Loan Administrative Agent, appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Tranche B Term Loan Lenders a successor agent shall require for the consent of Tranche B Term Loan Lenders, (b) if such resigning Administrative Agent is the Borrower at all times other than during Asian Administrative Agent, appoint from among the existence of an Event of Default under Section 8.01(f) Revolving Credit Lenders a successor agent for the Revolving Credit Lenders or (gc) if the Collateral Agent shall resign, appoint from among the Lenders a successor Collateral Agent, which successor agent in each case, shall be approved by the Company (which consent of the Borrower approval shall not be unreasonably withheld withheld) so long as no Default or delayed). If no successor agent Event of Default is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agentcontinuing, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as whereupon such successor agent shall succeed to all the rights, powers and duties of the retiring Tranche B Term Loan Administrative Agent, the Asian Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Tranche B Term Loan Administrative Agent”, “Asian Administrative Agent” or “Collateral Agent” ”, as the case may be, shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)effective upon such appointment and approval, and the retiring former Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment’s rights, powers and duties as the Administrative Agent or Collateral Agent, as applicablethe case may be, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent, as the case may be, or any of the parties to this Agreement or any holders of the Loans. After the any retiring Administrative Agent’s or retiring Collateral Agent’s resignation, resignation as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicablethe case may be, the provisions of this Article IX and Section 10.04 and Section 10.05 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as Agreement and the Administrative Agent or other Credit Documents. (n) by deleting from Section 13.6(b)(vi) each reference to the Collateral Agent by the date which is thirty (30) days following the retiring “Asian Administrative Agent’s notice of resignation, ” and inserting in lieu thereof a reference to the retiring “Tranche B Term Loan Administrative Agent’s resignation shall nevertheless thereupon become effective ” and by deleting from the Lenders shall perform all of proviso in clause (A) thereof the duties of reference to “Hong Kong time” and inserting in lieu thereof a reference to “New York time.” (o) by deleting from Section 13.2 the reference to the “Tranche B-1 Administrative Agent or Agent” and inserting in lieu thereof a reference to the Collateral “Tranche B Term Loan Administrative Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint .” (p) by deleting Schedule 1.1(a) in its entirety and inserting in lieu thereof a successor agent as provided for above (except that new Schedule 1.1(a) in the case of any collateral security held form attached hereto as Exhibit B (q) by deleting Schedule 1.1(c) in its entirety and inserting in lieu thereof a new Schedule 1.1(c) in the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time form attached hereto as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.Exhibit C.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon thirty (30) 10 days’ notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral shall resign as Administrative Agent resigns under this AgreementAgreement and the other Loan Documents, then the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require the consent of the Borrower at all times other than during the existence of (unless an Event of Default under Section 8.01(f8(a) or (gSection 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as whereupon such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may beeffective upon such appointment and approval, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring former Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointmentrights, 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 Collateral Agent, as applicable, shall be terminated. After any of the retiring Administrative Agent’s parties to this Agreement or retiring Collateral Agent’s resignation, as applicable, hereunder as any holders of the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, under this AgreementLoans. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which that is thirty (30) 10 days following the a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorabove. After the any retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documentsas such agent hereunder, the provisions of this Article IX and Sections 10.04 and 10.05 Section 9 shall continue in effect for the inure to its benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of to any actions taken or omitted to be taken by it (i) while it was an agent under this Agreement and the other Loan Documents and (ii) after such resignation or removal for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including (a) holding any collateral security on behalf of any of them while the retiring Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Administrative Agent and the Collateral Agent each may resign as the Administrative Agent and or Collateral Agent, as applicable, upon thirty (30) 30 days’ written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent or Collateral Agent or a controlling Affiliate of the Administrative Agent or the Collateral Agent resigns under this Agreementis subject to an Agent-Related Distress Event, the Borrower may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint a successorsuccessor agent for the Lenders, 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, which appointment of a successor agent shall require the consent of be consented to by the Borrower at all times other than during the existence of an a Specified Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayeddelayed in the case of a successor that is a commercial bank or other entity with a combined capital and surplus of at least $5,000,000,000, but may otherwise be withheld or delayed in Xxxxxxxx’s sole discretion). If no successor agent is appointed prior to the effective date of the resignation or removal, as applicable, of the Administrative Agent or Collateral Agent (other than to the extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution in which case Parent may, after consulting with the Required Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above), as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the BorrowerBorrower and subject to the consent rights of the Borrower set forth above, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative or such successor collateral agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)applicable, and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation or removal hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section Sections 10.04 and Section 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that (x) in the case of any Collateral security held by the Administrative Agent or Collateral Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring or removed Administrative Agent or Collateral Agent, as applicable, shall continue to hold such Collateral security (including any Collateral security subsequently delivered to the Administrative Agent or Collateral Agent, as applicable) as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed and (y) the Administrative Agent or Collateral Agent, as applicable, shall continue to act as collateral agent for the purposes of identifying a “security agent” (or similar title) in any filing or recording financing statements, amendments thereto or other applicable filings or recordings with any Governmental Authority necessary for the perfection of the liens on Collateral securing the Obligations to the extent required by the Loan Documents), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) other than as provided in the parenthetical in clause (i) above, the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfiedDocuments, the successor Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, Documents other than as specifically set forth in clause (i) above of this Section 9.09 but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or retiring Collateral Agent, as applicable, was acting as . At any time the Administrative Agent and/or or Collateral AgentAgent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Administrative Agent or Collateral Agent may be removed as applicablethe Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the Required Lenders.

Successor Agents. (a) The Administrative Agent and the or Collateral Agent may resign as the Administrative Agent and or Collateral Agent, as applicable, upon thirty (30) 30 days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders Xxxxxxx shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require be consented to by the consent of the Borrower Borrowers at all times other than during the existence of an Event of Default under Section 8.01(f) 8.01(a), (f), or (g) (which consent of the Borrower Borrowers shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the BorrowerBorrowers, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative or such successor collateral agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)applicable, and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section Sections 10.04 and Section 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfiedDocuments, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30--day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, Documents but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its sub--agents and sub-agents their respective Agent--Related Persons in respect of any actions taken or omitted to be taken by any of them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Administrative Agent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the DutchParent Borrower (on behalf of the Borrowers) and the Required Lenders. (b) Any resignation by Barclays as Administrative Agent or Collateral Agent pursuant to this Section 9.09 shall also constitute its resignation as an L/C Issuer and as Swing Line Lender, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swing Line Loans hereunder and (y) shall maintain all of its rights as L/C Issuer or Swing Line Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swing Line Loans made by it, prior to the date of such resignation. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent hereunder or upon the expiration of the 30--day period following the retiring Administrative Agent or retiring Collateral Agent’s notice of resignation without a successor agent having been appointed, as applicable(i) such successor (if any) shall succeed to and become vested with all of the rights, was acting as Administrative Agent and/or Collateral Agentpowers, as applicableprivileges and duties of the retiring L/C Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents and (iii) the successor L/C Issuer (if any) shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make (or the Borrowers shall enter into) other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. The EachThe Administrative Agent may resign as the applicable Administrative Agent or, if applicable,and the Collateral Agent may resign as the Administrative Collateral Agent and Collateral Agent, as applicable, in respect of this Agreement or one or more Facilities hereunder upon thirty ten (3010) days’ notice to the Lenders Company and the BorrowerLenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Lenders in respect of such Facilities). If the anythe Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Required Facility Lenders in respect of such Facilities) shall appoint from among the Lenders a successor, which shall be a bank with an office in successor agent for the United States, or an Affiliate of any such bank with an office in the United StatesLenders, which appointment of a successor agent shall require the consent of the Borrower Company at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower Company shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the resigning Administrative Agent, the resigning Administrative Agent or the Collateral Agentmay, as applicablebut shall have no obligation to do so, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders Company and the BorrowerLenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Required Facility Lenders in respect of such Facilities),, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the (and Collateral Agent, as if applicable, ) and the term “Term Loan Administrative Agent” or “Collateral Revolving Facility AdministrativeCollateral Agent,” ”, as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may bebe (andor, and if applicable, the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the applicable Administrative Agent or Collateral Agentand, as if applicable, Collateral Agent shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation hereunder as the applicable Administrative Agent and, if applicable,or the Collateral Agent, as applicable, the provisions of Article III, this Article IX and Section 10.04 and Section 10.05 10.05, together with any other indemnification, expense reimbursement or similar provision contained in any other Loan Document, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the such Administrative Agent or the Collateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the applicable Administrative Agent and, if applicable,or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation as the applicable Administrative Agent and, if applicable,or Collateral Agent shall nevertheless thereupon become effective effective, the applicable retiring Agents shall be discharged from theirits duties and obligations under the Loan Documents, and the Lenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Lenders in respect of such Facilities) shall perform all of the duties of the applicable Administrative Agent or the Collateral Agentand, as if applicable, or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except, if applicable, that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the applicable Administrative Agent and, if applicable,or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to any Mortgages, and such other security agreements, instruments or notices, as may be necessary or desirable, or as the Required Lenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Required Facility Lenders in respect of such Facilities) may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent and, if applicable,or Collateral Agent, and the retiring Administrative Agent and, if applicable,or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. Any corporation or association into which anythe Administrative Agent or the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which anythe Administrative Agent or the Collateral Agent is a party, will be and become the applicable successor Administrative Agent and/or, if successor Collateral Agent, as applicable, under this Agreement and will have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act. In addition, the Required Lenders may at any time cause an Agent to resign as an Agent (provided that the Required Revolving Credit Lenders shall be required to cause the Revolving Facility Administrative Agent to resign) and, upon payment of all amounts due and owing such Agent under this Agreement or any other Loan Document, the retiring Administrative Agent’s resignation as the applicable Administrative Agent and, if applicable, Collateral Agent shall thereupon become effective, the retiring Agents shall be discharged from their duties and obligations under the Loan Documents, and the Lenders shall perform all of the duties of such Administrative Agent and, if applicable,or Collateral Agent hereunder until such time, if any, as the Required Lenders (or the Required Revolving Credit Lenders in the case of the Revolving Facility Administrative Agent) appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent and or the Collateral Agent, as applicable, upon thirty (30) days’ written notice to the Lenders, the Borrower and each other Agent and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Administrative Agent or Collateral Agent, as applicable, the Lenders and each other Agent. Subject to the Borrower. If terms of the Pari Passu Intercreditor Agreement and the Crossing Liens Intercreditor Agreement, if the Administrative Agent or the Collateral Agent resigns under this Agreementor is removed by the Borrower, the Required Lenders Xxxxxxx shall appoint a successorsuccessor agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent shall require (a) in the consent case of the Administrative Agent be selected from among the Lenders and (b) be consented to by the Borrower at all times other than during the existence of an Event of a Payment or Bankruptcy Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed); provided that in no event shall any such successor Administrative Agent or Collateral Agent be a Defaulting Lender. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the BorrowerBorrower (in the case of a resignation), a successor agent meeting which, in the qualifications set forth abovecase of the Administrative Agent, which successor may not shall be a Defaulting Lender or Disqualified Lenderfrom among the Lenders (subject to the proviso at the end of the immediately preceding sentence). Upon the acceptance of its appointment as successor agent hereunderagent, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or retiring Collateral Agent under the Collateral Agent, as applicable, Loan Documents and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative or collateral agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or retiring the Collateral Agent’s resignation, as applicable, hereunder resignation or removal in accordance herewith as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section the provisions of Sections 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent in respect of the Collateral Agent, as applicable, under this AgreementLoan Documents. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder Agent in accordance herewith by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (ax) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (by) otherwise ensure that the Collateral and Guarantee Requirement Section 6.11 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent under the Collateral Agent, as applicableLoan Documents, and the retiring Administrative Agent and/or or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. 242 (a) The Administrative Agent and the or Collateral Agent may resign as the Administrative Agent and or Collateral Agent, as applicable, upon thirty (30) 30 days’ ' written notice to Xxxxxxxx and the Lenders Lenders; provided that, if at the time of such resignation, there is a successor Administrative Agent or Collateral Agent, as applicable, satisfactory to each of the resigning Agent, the incoming Agent and the Borrower, each, in its sole discretion, then the resigning Agent, the incoming Agent and the Borrower may agree to waive or shorten the 30 day notice period. If the Administrative Agent or Collateral Agent or a controlling Affiliate of the Administrative Agent or the Collateral Agent resigns under this Agreementis subject to an Agent-Related Distress Event, the Borrower may remove such Agent from such role upon ten days' written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require be subject to the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) 8.01(a), (f), or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, as applicable, of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the Collateral extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “"Administrative Agent” " or “"Collateral Agent,” " as applicable, shall mean such successor administrative agent and/or supplemental administrative or such successor collateral agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)applicable, and the retiring Administrative Agent’s 's or retiring Collateral Agent’s, as applicable, 's appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s 's or retiring Collateral Agent’s resignation, as applicable, 's resignation or removal hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section Sections 10.04 and Section 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s 's or Collateral Agent's notice of resignationresignation or removal, the retiring Administrative Agent’s 's or Collateral Agent's resignation or removal shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed, for the avoidance of doubt any agency fees for the account of the retiring agent shall cease to accrue from (and shall be payable on) the date that a successor Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfiedDocuments, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent's or Collateral 243 Agent's notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or retiring Collateral Agent, as applicable. At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, was acting the Administrative Agent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the Required Lenders. (b) Any resignation by or removal of JPM as Administrative Agent and/or Collateral Agent pursuant to this Section 9.09 shall also constitute its resignation or removal as an L/C Issuer, in which case the resigning or removed L/C Issuer (x) shall not be required to issue any further Letters of Credit and (y) shall maintain all of its rights as L/C Issuer with respect to any Letters of Credit issued by it, prior to the date of such resignation or removal. Upon the acceptance of a successor's appointment as Administrative Agent and/or Collateral Agent hereunder or upon the expiration of the 30-day period following the retiring Administrative Agent's and/or Collateral Agent's notice of resignation or removal without a successor agent having been appointed, as applicable(i) such successor (if any) shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (ii) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents and (iii) the successor L/C Issuer (if any) shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make (or the Borrower shall enter into) other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. (a) The Administrative Agent and the or Collateral Agent may resign as the Administrative Agent and or Collateral Agent, as applicable, upon thirty (30) 30 days’ written notice to the Lenders Borrower Representative and the BorrowerLenders provided that, if at the time of such resignation, there is a successor Administrative Agent or Collateral Agent, as applicable, satisfactory to each of the resigning Agent, the incoming Agent and the Borrower Representative, each, in its sole discretion, then the resigning Agent, the incoming Agent and the Borrower Representative may agree to waive or shorten the 30 day notice period. If the Administrative Agent or Collateral Agent or a controlling Affiliate of the Administrative Agent or the Collateral Agent resigns under this Agreementis subject to an Agent-Related Distress Event, the Borrower Representative may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require be subject to the consent of the Borrower Representative at all times other than during the existence of an Event of Default under Section 8.01(f) 8.01(a), (f), or (g) (which consent of the Borrower Representative shall not be unreasonably withheld withheld, conditioned or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, as applicable, of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the Collateral extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Blocked Person), as applicable, may appoint, after consulting with the Lenders and the BorrowerBorrower Representative, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring (or removed) Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative or such successor collateral agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)applicable, and the retiring (or removed) Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation or removal hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section Sections 10.04 and Section 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, Agent 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) 30 days following the retiring (or removed) Administrative Agent’s or Collateral Agent’s (as applicable) notice of resignationresignation or removal, the retiring (or removed) Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Administrative Agent or Collateral Agent is appointed) (for the avoidance of doubt any agency fees for the account of the retiring (or removed) agent shall cease to accrue from (and shall be payable on) the date that a successor Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent or Collateral Agent (as applicable) as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent or Collateral Agent (as applicable) as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the MortgagesCollateral Documents, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfiedDocuments, the successor Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or retiring Collateral Agent, as applicable. At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, was acting the Administrative Agent or Collateral Agent (as applicable) may be removed as the Administrative Agent or Collateral Agent (as applicable) hereunder at the request of the Borrower Representative and the Required Lenders. (b) Any resignation by or removal of UBS as Administrative Agent and/or Collateral pursuant to this Section 9.09 shall also constitute its resignation or removal as an L/C Issuer, in which case the resigning or removed L/C Issuer (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights as L/C Issuer with respect to any Letters of Credit issued by it prior to the date of such resignation or removal. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder or upon the expiration of the 30-day period following the retiring Administrative Agent’s notice of resignation or removal without a successor agent having been appointed, as applicable(i) such successor (if any) shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (ii) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents and (iii) the successor L/C Issuer (if any) shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make (or the Borrowers shall enter into) other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. The Each of the Administrative Agent, the Collateral Agent, the Documentation Agent and the Collateral Syndication Agent may resign as the Administrative Agent and Collateral Agent, as applicable, such upon thirty (30) 30 days’ ' notice to the Lenders and the BorrowerLenders. If the Administrative Agent shall resign as "Administrative Agent" or the Collateral Agent resigns shall resign as "Collateral Agent" under this AgreementAgreement and the other Credit Documents, then the Required Lenders shall appoint from among the Lenders a successorsuccessor Administrative Agent or Collateral Agent (as the case may be) for the Lenders, which shall be a bank with an office in successor Administrative Agent or Collateral Agent (PROVIDED that, to the United States, extent that no Default or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent is continuing at the time 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 such appointment, such Administrative Agent or the Collateral Agent, as applicablethe case may be, shall have been approved by the Administrative Agent or the Collateral AgentCompany), as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, Agent (as the case may be) hereunder. Effective upon such appointment and approval, and the term “"Administrative Agent" or "Collateral Agent” " (as the case may be) shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, and the rights, powers and duties of the former Administrative Agent as applicable, Administrative Agent or of the former Collateral Agent as Collateral Agent (as the case may be) shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or Collateral Agent (as the case may be) or any of the parties to this Agreement or any holders of the Loans. After any resignation of the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, Agent as applicable, hereunder as the Administrative Agent or of the retiring Collateral Agent as Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 13 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 the Collateral Agent, as applicable, case may be) under this AgreementAgreement and the other Credit Documents. If no successor agent has accepted appointment Notwithstanding anything to the contrary contained herein, during such time as the Administrative Agent or shares of capital stock of Hexcel Pottsville Corporation are pledged to the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements pursuant to the Mortgagesterms hereof, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the any successor Collateral Agent shall be a Person who is acceptable to the same Defense Investigative Service. If the Syndication Agent shall resign as those payable to its predecessor unless otherwise agreed between the Borrower "Syndication Agent" under this Agreement and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Credit Documents, then no successor Syndication Agent shall be appointed. If the provisions of Documentation Agent shall resign as "Documentation Agent" under this Article IX Agreement and Sections 10.04 and 10.05 the other Credit Documents, then no successor Documentation Agent shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicableappointed.

Successor Agents. (a) The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and or Collateral Agent, as applicable, upon thirty (30) 30 days’ written notice to the Lenders Borrowers and the BorrowerLenders provided that, if at the time of such resignation, there is a successor Administrative Agent or Collateral Agent, as applicable, satisfactory to each of the resigning Agent, the incoming Agent and the Borrower Representative, each, in its sole discretion, then the resigning Agent, the incoming Agent and the Borrower Representative may agree to waive or shorten the 30 day notice period. If the Administrative Agent, Collateral Agent or a controlling Affiliate of the Administrative Agent or the Collateral Agent resigns under this Agreementis subject to an Agent-Related Distress Event, the Borrowers may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require be consented to by the consent of the Borrower Borrowers at all times other than during the existence of an Event of Default under Section 8.01(f) 8.01(a), (f), or (g) (which consent of the Borrower Borrowers shall not be unreasonably withheld withheld, conditioned or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, as applicable, of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the Collateral extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), as applicable, may appoint, after consulting with the Lenders and the BorrowerBorrowers, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative or such successor collateral agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)applicable, and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation or removal hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section Sections 10.04 and Section 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, Agent 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) 30 days following the retiring Administrative Agent’s or Collateral Agent’s (as applicable) notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Administrative Agent or Collateral Agent is appointed) (for the avoidance of doubt any agency fees for the account of the retiring agent shall cease to accrue from (and shall be payable on) the date that a successor Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent or Collateral Agent (as applicable) as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent Administrative Agent or Collateral Agent (as applicable) as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the MortgagesMortgages and the other Collateral Documents, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfiedDocuments, the successor Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Administrative Agent or Collateral Agent (as applicable) may be removed as the Administrative Agent or Collateral Agent (as applicable) hereunder at the request of the Borrowers and the Required Lenders. (b) Any resignation by or removal of Xxxxxxx as Administrative Agent or Collateral Agent pursuant to this Section 9.09 shall also constitute its resignation or removal as an L/C Issuer, in which case the resigning or removed L/C Issuer (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights as L/C Issuer with respect to any Letters of Credit issued by it prior to the date of such resignation or removal. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent hereunder or upon the expiration of the 30-day period following the retiring Administrative Agent or retiring Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, as applicable(i) such successor (if any) shall succeed to and become vested with all of the rights, was acting as Administrative Agent and/or Collateral Agentpowers, as applicableprivileges and duties of the retiring L/C Issuer, (ii) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents and (iii) the successor L/C Issuer (if any) shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make (or the Borrowers shall enter into) other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders and the Parent Borrower. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall 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, which appointment of a successor agent shall require the consent of the Parent Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Parent Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the BorrowerParent Xxxxxxxx, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderXxxxxx. Upon the acceptance of its appointment as successor agent hereunderxxxxxxxxx, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s 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 or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower Borrowers to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Administrative (a) Subject to the terms of this Section 12.05, each Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicablemay, upon thirty (30) days’ notice to the Lenders and the Borrower. If the , resign as Administrative Agent or the Collateral Agent, as applicable. If an Agent resigns under this Agreementshall resign, then the Required Lenders shall appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of successor agent. If for any such bank with an office in the United States, which appointment of reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, such Agent may appoint a successor agent. The appointment of any successor Agent shall require be subject to the prior written consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no ; provided that the consent of the Borrower to any such appointment shall not be required if (i) a Default or Event of Default shall have occurred and is continuing or (ii) if such successor agent is appointed prior to the effective date a Lender or an Affiliate of the such Agent or any Lender. Any resignation of an Agent shall be effective upon the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, appointment of a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in this Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated12.05. After the effectiveness of any retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article IX and Section 10.04 and Section 10.05 XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the other Facility Documents. If no successor Collateral Agent, Collateral Administrator or Administrative Agent has been appointed and an instrument of acceptance by a successor Collateral Agent, Collateral Administrator or Administrative Agent has not been delivered to the Collateral Agent, Collateral Administrator or the Administrative Agent Agent, as applicable within sixty days after giving of notice of resignation by the Collateral Agent, Collateral Administrator or the Collateral Administrative Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent resigning Collateral Agent, the resigning Collateral Administrator or the Collateral Agent by the date which is thirty (30) days following the retiring resigning 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 or the Collateral Agent, as applicable, hereunder until such time, if any, as may petition any court of competent jurisdiction for the Required Lenders appoint a successor agent as provided for above (except that in the case appointment of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing Collateral Administrator or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable. (b) Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Successor Agents. (a) The Administrative Agent and the or Collateral Agent may resign as the Administrative Agent and or Collateral Agent, as applicable, upon thirty (30) 30 days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require be consented to by the consent of the Borrower Borrowers at all times other than during the existence of an Event of Default under Section 8.01(f) 8.01(a), (f), or (g) (which consent of the Borrower Borrowers shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the BorrowerBorrowers, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative or such successor collateral agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)applicable, and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section Sections 10.04 and Section 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments US-DOCS\90330440.2103232196.9 or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfiedDocuments, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, Documents but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Administrative Agent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Dutch Borrower (on behalf of the Borrowers) and the Required Lenders. (b) Any resignation by Barclays as Administrative Agent or Collateral Agent pursuant to this Section 9.09 shall also constitute its resignation as an L/C Issuer and as Swing Line Lender, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swing Line Loans hereunder and (y) shall maintain all of its rights as L/C Issuer or Swing Line Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swing Line Loans made by it, prior to the date of such resignation. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent hereunder or upon the expiration of the 30-day period following the retiring Administrative Agent or retiring Collateral Agent’s notice of resignation without a successor agent having been appointed, as applicable(i) such successor (if any) shall succeed to and become vested with all of the rights, was acting as Administrative Agent and/or Collateral Agentpowers, as applicableprivileges and duties of the retiring L/C Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents and (iii) the successor L/C Issuer (if any) shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make (or the Borrowers shall enter into) other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. (a) The Administrative Agent and the or Collateral Agent may resign as the Administrative Agent and or Collateral Agent, as applicable, upon thirty (30) 30 days’ written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent or Collateral Agent or a controlling Affiliate of the Administrative Agent or the Collateral Agent resigns under this Agreementis subject to an Agent-Related Distress Event, the Borrower may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require the consent of be consented to by the Borrower at all times other than during the existence of an Event of Default under under Section 8.01(f) 8.01 (a), (f), or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, as applicable, of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the Collateral extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative or such successor collateral agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)applicable, and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation or removal hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section Sections 10.04 and Section 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfiedDocuments, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or retiring Collateral Agent, as applicable, was acting as . At any time the Administrative Agent and/or or Collateral AgentAgent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Administrative Agent or Collateral Agent may be removed as applicablethe Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the Required Lenders.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent and or the Collateral Agent, as applicable, applicable upon thirty (30) days’ notice to the Lenders and the BorrowerBorrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this AgreementAgreement or is removed by the Borrower, the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require the consent of be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(fSections 8.01(a), (f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the BorrowerBorrower (in the case of a resignation), a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunderxxxxxxxxx, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the retiring Collateral Agent, as applicable, Agent and the term “Administrative Agent” or “Collateral Agent,” ”, as applicable, shall mean such successor administrative agent or collateral agent and/or supplemental administrative agentSupplemental Agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or retiring the Collateral Agent’s resignation, as applicable, resignation or removal hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section the provisions of Sections 10.04 and Section 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 the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and such Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and Required Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement Section 6.11 is satisfied, the successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or or Collateral Agent shallshall be discharged, if not previously discharged pursuant to the extent not previously dischargedforegoing sentence, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under as the other Loan DocumentsAdministrative Agent or the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the its benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them it while it was acting as the retiring Administrative Agent or retiring the Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Each of the Administrative Agent, the First Lien Collateral Agent and the Second Lien Collateral Agent may resign as the Administrative Agent, the First Lien Collateral Agent and or the Second Lien Collateral Agent, as applicablethe case may be, upon thirty (30) 30 days’ notice to the Lenders and the Borrowerrelevant Lenders. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require the consent of be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) (which consent of the Borrower shall not be unreasonably withheld or delayed). If the First Lien Collateral Agent resigns, the Required First Lien Lenders shall appoint from among the First Lien Lenders a successor agent for the First Lien Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) (gwhich consent of the Borrower shall not be unreasonably withheld or delayed). If the Second Lien Collateral Agent resigns, the Required Second Lien Lenders shall appoint from among the Second Lien Lenders a successor agent for the Second Lien Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) (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 or the Collateral any such Agent, as applicable, the Administrative retiring Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting Administrative Agent, First Lien Collateral Agent or Second Lien Collateral Agent, as the qualifications set forth abovecase may be, which successor may not be a Defaulting Lender or Disqualified Lenderselected from among the Lenders, in the case of the resignation of the Administrative Agent, the First Lien Lenders, in the case of the resignation of the First Lien Collateral Agent, and the Second Lien Lenders, in the case of the resignation of the Second Lien Collateral Agent. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent, First Lien Collateral Agent or the Second Lien Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term terms “Administrative Agent,” “First Lien Collateral Agent” and “Second Lien Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s, First Lien Collateral Agent’s or retiring Second Lien Collateral Agent’s, as applicablethe case may be, appointment, powers and duties as the Administrative Agent, First Lien Collateral Agent or Second Lien Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 Sections 10.05 and Section 10.05 10.06 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent, First Lien Collateral Agent or the Second Lien Collateral Agent by the date which that is thirty (30) 30 days following the a retiring Administrative Agent’s, First Lien Collateral Agent’s or Second Lien Collateral Agent’s notice of resignation, the such retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative such Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders, Required First Lien Lenders or Required Second Lien Lenders, as applicable, appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent, First Lien Collateral Agent or the Second Lien Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders, Required First Lien Lenders or Required Second Lien Lenders, as applicable, may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfiedDocuments, the Administrative such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the any retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under as the other Loan DocumentsAdministrative Agent the First Lien Collateral Agent or the Second Lien Collateral Agent, as the case may be, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the its benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them it while the retiring Administrative Agent or retiring Collateral Agent, as applicable, it was acting as Administrative Agent and/or Collateral an Agent, as applicable.

Successor Agents. The Administrative Agent and the Collateral Syndication Agent may resign as at any time upon one Business Day's prior notice thereof to Company and Administrative Agent, and the Administrative Agent and Collateral may resign at any time by giving written notice thereof to the Syndication Agent, as applicable, upon thirty (30) days’ notice to the Lenders and Company, such resignations to be effective upon the Borrower. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall 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, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Syndication Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such or, if no successor collateral agent and/or supplemental agentAdministrative Agent or Syndication Agent has been appointed, as described in Section 9.01(c), and forty-five days after the retiring Administrative Agent or Syndication Agent gives notice of its intention to resign. Administrative Agent may be removed at any time with or without cause by written notice received by Administrative Agent from the Requisite Lenders, such removal to be effective on the date specified by the Requisite Lenders. Upon any such resignation or removal, the Requisite Lenders shall have the right to appoint, on 121 behalf of Company and the Lenders, and, if no Event of Default has occurred and is continuing, subject to the consent of Company, a successor Administrative Agent or Syndication Agent’s or retiring Collateral Agent’s, as applicablethe case may be. If no successor Administrative Agent or Syndication Agent shall have been so appointed by the Requisite Lenders within thirty days after the resigning Administrative Agent's or Syndication Agent's giving notice of its intention to resign, then the resigning Administrative Agent or Syndication Agent, as the case may be, may appoint, on behalf of Company and the Lenders, a successor Administrative Agent or Syndication Agent, as the case may be. Notwithstanding the previous sentence, Administrative Agent or Syndication Agent may at any time without the consent of Company or any Lender, appoint any of its Affiliates which is a commercial bank as the successor Administrative Agent or Syndication Agent hereunder. If Administrative Agent or Syndication Agent has resigned or been removed and no successor Administrative Agent or Syndication Agent has been appointed, the Lenders may perform all the duties of Administrative Agent or Syndication Agent hereunder and Company shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent or Syndication Agent shall be deemed to be appointed hereunder until such successor Administrative Agent or Syndication Agent has accepted the appointment. Any such successor Administrative Agent or Syndication Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Administrative Agent or Syndication Agent hereunder by a successor Administrative Agent or Syndication Agent, powers such successor Administrative Agent or Syndication Agent shall thereupon succeed to and become vested with all the rights, power, privileges and duties as of the resigning or removed Administrative Agent or Syndication Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent or Collateral Syndication Agent, as applicable, the resigning or removed Administrative Agent or Syndication Agent shall be terminateddischarged from its duties and obligations hereunder and under the Loan Documents. After the retiring Administrative Agent’s effectiveness of the resignation or retiring Collateral Agent’s resignation, as applicable, hereunder as removal of the Administrative Agent or the Collateral Syndication Agent, as applicablethe case may be, the provisions of this Article IX and Section 10.04 and Section 10.05 9 shall inure to its continue in effect for the benefit as to of such Administrative Agent or Syndication Agent in respect of any actions taken or omitted to be taken by it while it was the acting as Administrative Agent or the Collateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Syndication Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, . In the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for event that there is a successor to the benefit of such retiring Administrative Agent by merger, or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this subsection, then the term "Corporate Base Rate" as used in this Agreement shall mean the prime rate, base rate or retiring Collateral other analogous rate of the new Administration Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders and the Parent Borrower. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders Xxxxxxx shall 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, which appointment of a successor agent shall require the consent of the Parent Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Parent Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Parent Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderXxxxxx. Upon the acceptance of its appointment as successor agent hereunderxxxxxxxxx, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s 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 or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.200 #98388029v19

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, Agent upon thirty (30) days’ notice to the Lenders and the Lead Borrower. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor, which shall be a bank with an office in successor agent for the United States, or an Affiliate of any such bank with an office in the United StatesLenders, which appointment of a successor agent shall require the consent of the Lead Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Lead Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders Lenders, and subject to the Borrowerconsent of the Lead Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Lead Borrower shall not be unreasonably withheld or delayed), a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the and Collateral Agent, as applicable, Agent and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, be (and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or and Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation hereunder as the Administrative Agent or the and Collateral Agent, as applicable, the provisions of this Article IX 9 and Section 10.04 and Section 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 the and Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the and Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or the and Collateral Agent, as applicable, Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the and Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the and Collateral Agent, as applicable, and the retiring Administrative Agent and/or and Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders and the BorrowerBorrowers. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor, which shall be a bank with an office in successor agent for the United States, or an Affiliate of any such bank with an office in the United StatesLenders, which appointment of a successor agent shall require the consent of the Borrower Borrowers at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent consents of the Borrower Borrowers shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the BorrowerBorrowers, a successor agent meeting from among the qualifications set forth above, Lenders; which successor Lender may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s 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 or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower Borrowers to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Borrowers and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. (a) The Administrative Agent and the or Collateral Agent may resign as the Administrative Agent and or Collateral Agent, as applicable, upon thirty (30) 30 days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require be consented to by the consent of the Borrower Borrowers at all times other than during the existence of an Event of Default under Section 8.01(f) 8.01(a), (f), or (g) (which consent of the Borrower Borrowers shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the BorrowerBorrowers, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative or such successor collateral agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)applicable, and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section Sections 10.04 and Section 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfiedDocuments, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, Documents but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or retiring Collateral Agent, as applicable. At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, was acting the Administrative Agent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Dutch Borrower (on behalf of the Borrowers) and the Required Lenders. (b) Any resignation by Barclays as Administrative Agent and/or or Collateral Agent, as applicable.Agent pursuant to this Section

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall 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, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent hereunderxxxxxxxxx, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s 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 or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent and or the Collateral Agent, as applicable, applicable upon thirty (30) days’ notice to the Lenders and the BorrowerBorrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this AgreementAgreement or is removed by the Borrower, the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require the consent of be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(fSections 8.01(a), (f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the BorrowerBorrower (in the case of a resignation), a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the retiring Collateral Agent, as applicable, Agent and the term “Administrative Agent” or “Collateral Agent,” ”, as applicable, shall mean such successor administrative agent or collateral agent and/or supplemental administrative agentSupplemental Agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or retiring the Collateral Agent’s resignation, as applicable, resignation or removal hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section the provisions of Sections 10.04 and Section 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 the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and such Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and Required Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement Section 6.11 is satisfied, the successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or or Collateral Agent shallshall be discharged, if not previously discharged pursuant to the extent not previously dischargedforegoing sentence, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under as the other Loan DocumentsAdministrative Agent or the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the its benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them it while it was acting as the retiring Administrative Agent or retiring the Collateral Agent, as applicable, was acting . Any resignation by Bank of America as Administrative Agent and/or and Collateral Agent, Agent pursuant to this Section shall also constitute its resignation as applicablean L/C Issuer and Swing Line Lender pursuant to Sections 2.03(s) and 2.04(i).

Successor Agents. (a) The Administrative Agent and the or Collateral Agent may resign as the Administrative Agent and or Collateral Agent, as applicable, upon thirty (30) 30 days’ written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent or Collateral Agent or a controlling Affiliate of the Administrative Agent or the Collateral Agent resigns under this Agreementis subject to an Agent-Related Distress Event, the Borrower may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint from among the Lenders a successorsuccessor agent for the Lenders, which who shall be a bank with an office in “U.S. person” and a “financial institution” within the United Statesmeaning of Treasury Regulations Section 1.1441-1, or an Affiliate of any such bank with an office in the United States, and which appointment of a successor agent shall require the consent of be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (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 or removal, as applicable, of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the Collateral extent subject to an Agent-Related Distress Event), as applicable, may appoint, after consulting with the Lenders and the BorrowerLenders, a successor agent meeting from among the qualifications set forth aboveLenders, which successor may agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be a Defaulting Lender unreasonably withheld or Disqualified Lenderdelayed). Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean means such successor administrative agent and/or supplemental administrative or such successor collateral agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)applicable, and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation or removal hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section Sections 10.04 and Section 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent with the consent of the Borrower to the extent required pursuant to the provisions above by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent with the consent of the Borrower to the extent required pursuant to the provisions above as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfiedDocuments, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them while solely in respect of the retiring Administrative Agent Loan Documents or retiring Collateral AgentObligations, as applicable, while the retiring Agent was acting as Administrative Agent and/or or Collateral Agent, as applicable. (b) [Reserved].

Successor Agents. The Administrative Subject to the terms of this Section 12.05, each Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicablemay, upon thirty (30) days’ notice to the Lenders and the Borrower. If the , resign as Administrative Agent or the Collateral Agent, as applicable. If an Agent resigns under this Agreementshall resign, then the Required Lenders shall appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of successor agent. If for any such bank with an office in the United States, which appointment of reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, USActive 53852035.1153852035.14.docx -132- such Agent may appoint a successor agent. The appointment of any successor Agent shall require be subject to the prior written consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no ; provided that the consent of the Borrower to any such appointment shall not be required if (i) a Default or Event of Default shall have occurred and is continuing or (ii) if such successor agent is appointed prior to the effective date a Lender or an Affiliate of the such Agent or any Lender. Any resignation of an Agent shall be effective upon the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, appointment of a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in this Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated12.05. After the effectiveness of any retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article IX and Section 10.04 and Section 10.05 XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the other Facility Documents. If no successor Collateral Agent, Collateral Administrator or Administrative Agent has been appointed and an instrument of acceptance by a successor Collateral Agent, Collateral Administrator or Administrative Agent has not been delivered to the Collateral Agent, Collateral Administrator or the Administrative Agent Agent, as applicable within sixty days after giving of notice of resignation by the Collateral Agent, Collateral Administrator or the Collateral Administrative Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent resigning Collateral Agent, the resigning Collateral Administrator or the Collateral Agent by the date which is thirty (30) days following the retiring resigning 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 or the Collateral Agent, as applicable, hereunder until such time, if any, as may petition any court of competent jurisdiction for the Required Lenders appoint a successor agent as provided for above (except that in the case appointment of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing Collateral Administrator or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Administrative Agent and or the Collateral Syndication Agent may resign as at any time by giving notice thereof to the Banks, the Borrower and each other and the Administrative Agent and Collateral or the Syndication Agent, as applicable, upon thirty shall resign in the event its Commitment (30without participants) days’ notice is reduced to less than Ten Million Dollars ($10,000,000) unless as a result of a cancellation or reduction in the Lenders and aggregate Commitments. Upon any such resignation, the Borrower. If Majority Banks shall have the right to appoint a successor Administrative Agent or the Collateral Agent resigns under this AgreementSyndication Agent, the Required Lenders shall appoint a successoras applicable, which shall be a bank with an office in the United Statessuccessor Administrative Agent or successor Syndication Agent (as applicable) shall, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an provided no Event of Default under Section 8.01(f) or (g) (has occurred and is then continuing, be subject to Borrower’s approval, which consent of the Borrower approval shall not be unreasonably withheld or delayed). If no successor agent is Administrative Agent or Syndication Agent (as applicable) shall have been so appointed prior to by the effective date Majority Banks and approved by the Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent or Syndication Agent (as applicable) gives notice of resignation, then the retiring Administrative Agent or retiring Syndication Agent (as applicable) may, on behalf of the resignation Banks, appoint a successor Administrative Agent or Syndication Agent (as applicable), which shall be the Administrative Agent, Documentation Agent or the Syndication Agent as the case may be, who shall act until the Majority Banks shall appoint an Administrative Agent or Syndication Agent. Any appointment of a successor Administrative Agent or Syndication Agent by Majority Banks or the retiring Administrative Agent or the Collateral AgentSyndication Agent pursuant to the preceding sentence shall, as applicableprovided no Event of Default has occurred and is then continuing, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and be subject to the Borrower, a successor agent meeting the qualifications set forth above’s approval, which successor may approval shall not be a Defaulting Lender unreasonably withheld or Disqualified Lenderdelayed. Upon the acceptance of its appointment as the Administrative Agent or Syndication Agent hereunder by a successor agent hereunderAdministrative Agent or successor Syndication Agent, the Person acting as applicable, such successor agent Administrative Agent or successor Syndication Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers rights and duties of the retiring Administrative Agent or the Collateral retiring Syndication Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral the retiring Syndication Agent, as applicable, shall be terminateddischarged from its duties and obligations hereunder. The rights and duties of the Administrative Agent to be vested in any successor Administrative Agent shall include, without limitation, the rights and duties as Swingline Lender. After the any retiring Administrative Agent’s or retiring Collateral Syndication Agent’s resignation, as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicableresignation hereunder, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Syndication Agent, as applicable. For gross negligence or willful misconduct, as determined by all the Banks (excluding for such determination Administrative Agent or Syndication Agent in its capacity as a Bank, as applicable), or if the Administrative Agent becomes a Defaulting Lender (as determined by the Majority Banks other than the Administrative Agent in its capacity as a Bank, and the Borrower), Administrative Agent or Syndication Agent may be removed at any time by giving at least thirty (30) Business Days’ prior written notice to Administrative Agent or Syndication Agent and Borrower. Such resignation or removal shall take effect upon the acceptance of appointment by a successor Administrative Agent, Documentation Agent or Syndication Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s 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 or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested accordance with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicableSection 7.8.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon thirty (30a) days’ notice to the Lenders and the Borrower. If Either the Administrative Agent or the Collateral Agent resigns (or both) may resign from the performance of all its respective functions and duties hereunder and/or under this Agreementthe other Credit Documents at any time, in each case by giving twenty (20) Business Days’ prior written notice to the Lenders and the Borrowers. (b) Upon such resignation of the Administrative Agent, the Required Lenders shall appoint a successorshall, 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, which appointment of a successor agent shall require the consent of the Parent Borrower at all times (such consent not to be unreasonably withheld), appoint from among the Lenders (other than during the existence of an Event of Default under Section 8.01(fa Defaulting Lender) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no a successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or for the Collateral AgentLenders, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as whereupon such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean include such successor administrative agent and/or supplemental administrative agent, as the case may beeffective upon its appointment, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring resigning Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointmentrights, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or under this Agreement. (c) Upon such resignation of the Collateral Agent, the Required Lenders shall, with the consent of the Parent Borrower (such consent not to be unreasonably withheld), appoint from among the Lenders (other than a Defaulting Lender) a successor Collateral Agent for the Lenders, whereupon such successor agent shall succeed to the rights, powers and duties of the Collateral Agent, and the term “Collateral Agent” shall include such successor agent effective upon its appointment, and the resigning Collateral Agent’s rights, powers and duties as applicablethe Collateral Agent shall be terminated, under without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent shall have been so appointed by the date which is thirty (30) days following the 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 or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above and shall have accepted such appointment within twenty (except that in 20) Business Days after the case of any collateral security held by the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Lenders or with the L/C Issuer under any consent of the Loan DocumentsParent Borrower (such consent not to be unreasonably withheld), appoint a successor Collateral Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor Collateral Agent has been appointed by either the Required Lenders or the retiring Collateral Agent and no successor Collateral Agent shall continue have accepted such appointment within forty-five (45) Business Days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Lenders with the consent of the Parent Borrower (such consent not to hold such collateral security until such time as be unreasonably withheld), petition a court of competent jurisdiction for the appointment of a successor Collateral Agent is appointed)under the Credit Documents. Upon Notwithstanding the acceptance of any appointment as the Administrative Agent or the Collateral Agentforegoing, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably requestmay, in order to (a) continue with the perfection consent of the Liens granted or purported Parent Borrower (such consent not to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfiedunreasonably withheld), the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral AgentParent Borrower may, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to appoint a successor Administrative Agent or the to any successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorappointed (whether court appointed or otherwise). After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under as the other Loan DocumentsCollateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 Section 10 shall continue in effect for the inure to its benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of to any actions taken or omitted to be taken by any of them it while the retiring Administrative it was Collateral Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicableunder this Agreement.

Successor Agents. The Each Administrative Agent and the Collateral Agent may resign as the applicable Administrative Agent and Collateral Agentor, if applicable, as applicable, Collateral Agent in respect of this Agreement or one or more Facilities hereunder upon thirty ten (3010) days’ notice to the Lenders Company and the BorrowerLenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Lenders in respect of such Facilities). If the any Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Required Facility Lenders in respect of such Facilities) shall appoint from among the Lenders a successor, which shall be a bank with an office in successor agent for the United States, or an Affiliate of any such bank with an office in the United StatesLenders, which appointment of a successor agent shall require the consent of the Borrower Company at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower Company shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the resigning Administrative Agent, the resigning Administrative Agent or the Collateral Agentmay, as applicablebut shall have no obligation to do so, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders Company and the BorrowerLenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Required Facility Lenders in respect of such Facilities),, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the (and Collateral Agent, as if applicable, ) and the term “Term Loan Administrative Agent” or “Collateral Revolving Facility Administrative Agent,” ”, as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may bebe (and, and if applicable, the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the applicable Administrative Agent or Collateral Agentand, as if applicable, Collateral Agent shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation hereunder as the applicable Administrative Agent or the and, if applicable, Collateral Agent, as applicable, the provisions of Article III, this Article IX and Section 10.04 and Section 10.05 10.05, together with any other indemnification, expense reimbursement or similar provision contained in any other Loan Document, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the such Administrative Agent or the Collateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the applicable Administrative Agent or the and, if applicable, Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation as the applicable Administrative Agent and, if applicable, Collateral Agent shall nevertheless thereupon become effective effective, the applicable retiring Agents shall be discharged from their duties and obligations under the Loan Documents, and the Lenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Lenders in respect of such Facilities) shall perform all of the duties of the applicable Administrative Agent or the Collateral Agentand, as if applicable, Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except, if applicable, that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the applicable Administrative Agent and, if applicable, Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to any Mortgages, and such other security agreements, instruments or notices, as may be necessary or desirable, or as the Required Lenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Required Facility Lenders in respect of such Facilities) may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent and, if applicable, Collateral Agent, and the retiring Administrative Agent and, if applicable, Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. Any corporation or association into which any Administrative Agent or the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which any Administrative Agent or the Collateral Agent is a party, will be and become the applicable successor Administrative Agent and/or, if successor Collateral Agent, as applicable, under this Agreement and will have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act. In addition, the Required Lenders may at any time cause an Agent to resign as an Agent (provided that the Required Revolving Credit Lenders shall be required to cause the Revolving Facility Administrative Agent to resign) and, upon payment of all amounts due and owing such Agent under this Agreement or any other Loan Document, the retiring Administrative Agent’s resignation as the applicable Administrative Agent and, if applicable, Collateral Agent shall thereupon become effective, the retiring Agents shall be discharged from their duties and obligations under the Loan Documents, and the Lenders shall perform all of the duties of such Administrative Agent and, if applicable, Collateral Agent hereunder until such time, if any, as the Required Lenders (or the Required Revolving Credit Lenders in the case of the Revolving Facility Administrative Agent) appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. (i) The Administrative Agent and the or Collateral Agent may resign as the Administrative Agent and or Collateral Agent, as applicable, upon thirty (30) 30 days’ written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent or Collateral Agent or a controlling Affiliate of the Administrative Agent or the Collateral Agent resigns under this Agreementis subject to an Agent-Related Distress Event, the Borrower may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require the consent of be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) 8.01(a), (f), or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, as applicable, of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the Collateral extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative or such successor collateral agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)applicable, and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation or removal hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section Sections 10.04 and Section 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed, for the avoidance of doubt any agency fees for the account of the retiring agent shall cease to accrue from (and shall be payable on) the date that a successor Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfiedDocuments, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable. At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Administrative Agent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the Required Lenders. (ii) Any resignation by or removal of Xxxxxx Xxxxxxx as Administrative Agent or Collateral Agent pursuant to this Section 9.09 shall also constitute its resignation or removal as an L/C Issuer, in which case the resigning or removed L/C Issuer (x) shall not be required to issue any further Letters of Credit and (y) shall maintain all of its rights as L/C Issuer with respect to any Letters of Credit issued by it prior to the date of such resignation or removal. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent hereunder or upon the expiration of the 30-day period following the retiring Administrative Agent or retiring Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, as applicable(i) such successor (if any) shall succeed to and become vested with all of the rights, was acting as Administrative Agent and/or Collateral Agentpowers, as applicableprivileges and duties of the retiring L/C Issuer, (ii) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents and (iii) the successor L/C Issuer (if any) shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make (or the Borrower shall enter into) other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. The Administrative (a) Subject to the terms of this Section 12.05, each Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicablemay, upon thirty (30) days’ notice to the Lenders and the Borrower. If the , resign as Administrative Agent or the Collateral Agent, as applicable. If an Agent resigns under this Agreementshall resign, then the Required Lenders shall appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of successor agent. If for any such bank with an office in the United States, which appointment of reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, such Agent may appoint a successor agent. The appointment of any successor Agent shall require be subject to the prior written consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no ; provided that the consent of the Borrower to any such appointment shall not be required if (i) a Default or Event of Default shall have occurred and is continuing or (ii) if such successor agent is appointed prior to the effective date a Lender or an Affiliate of the such Agent or any Lender. Any resignation of an Agent shall be effective upon the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, appointment of a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed pursuant to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in this Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated12.05. After the effectiveness of any retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Facility Documents and the provisions of this Article IX and Section 10.04 and Section 10.05 XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the other Facility Documents. If no successor Collateral Agent or Administrative Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent or successor Administrative Agent shall not have been delivered to the Collateral Agent or the Collateral Administrative Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as within sixty days after giving of notice of resignation by the Administrative Collateral Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, as applicable,, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative resigning Collateral Agent or the Collateral resigning Administrative Agent, as applicable, hereunder until such time, if any, as may petition any court of competent jurisdiction for the Required Lenders appoint a successor agent as provided for above (except that in the case appointment of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the or Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable. (b) Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Successor Agents. (a) The Administrative Agent may, on the instructions of the Required Lenders, remove and replace the Depositary Agent pursuant to the terms and conditions of the Collateral Account Agreement and may, on the instructions of the Required Banks, direct the Depositary Agent according to the terms of this Agreement and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon thirty relevant Finance Documents. (30b) days’ notice Subject to the Lenders appointment and acceptance of a successor as provided below, following the Borrower. If Conversion Date, the Administrative Agent or the Collateral Agent resigns under this Agreementmay resign at any time by giving notice thereof to the Lenders and the Borrowers, and the Administrative Agent or the Collateral Agent may be removed at any time following the Conversion Date with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor, which shall be a bank with an office in successor Administrative Agent or the United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed)Collateral Agent. If no successor agent is Administrative Agent or Collateral Agent shall have been appointed prior to by the effective date Required Lenders and shall have accepted such appointment with thirty (30) days after the resigning Administrative Agent’s or Collateral Agent’s giving of notice of resignation or the resignation giving of any notice of removal of the Administrative Agent or the Collateral Agent, as applicable, then the Borrowers may appoint a successor to such Administrative Agent or Collateral Agent. If the Collateral AgentAgent shall resign or be removed pursuant to the foregoing provisions, as applicable, may appoint, after consulting with upon the Lenders and the Borrower, appointment of a successor agent meeting Collateral Agent hereunder, the qualifications set forth above, which former Collateral Agent shall deliver all Collateral then in its possession to the successor may not be a Defaulting Lender or Disqualified LenderCollateral Agent. Upon the acceptance of its appointment as a successor agent Administrative Agent or Collateral Agent hereunder, the Person acting as such successor agent Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent such resigning or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the removed Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, hereunder as the and such resigning Administrative Agent or the Collateral Agent or removed Administrative Agent or Collateral Agent shall be discharged from its duties and obligations hereunder. (c) After any Agent, as applicable’s resignation or removal, the provisions of this Article IX Section 10 and Section 10.04 of Sections 11.1 and Section 10.05 11.2 hereof shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral an Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s 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 or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. (a) The Administrative Agent and the or Collateral Agent may resign as the Administrative Agent and or Collateral Agent, as applicable, upon thirty (30) 30 days’ written notice to Boxxxxxx xnd the Lenders Lenders; provided that, if at the time of such resignation, there is a successor Administrative Agent or Collateral Agent, as applicable, satisfactory to each of the resigning Agent, the incoming Agent and the Borrower, each, in its sole discretion, then the resigning Agent, the incoming Agent and the Borrower may agree to waive or shorten the 30 day notice period. If the Administrative Agent or Collateral Agent or a controlling Affiliate of the Administrative Agent or the Collateral Agent resigns under this Agreementis subject to an Agent-Related Distress Event, the Borrower may remove such Agent from such role upon ten days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require be subject to the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) 8.01(a), (f), or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, as applicable, of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the Collateral extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative or such successor collateral agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)applicable, and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation or removal hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section Sections 10.04 and Section 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed, for the avoidance of doubt any agency fees for the account of the retiring agent shall cease to accrue from (and shall be payable on) the date that a successor Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfiedDocuments, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or retiring Collateral Agent, as applicable. At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, was acting the Administrative Agent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the Required Lenders. (b) Any resignation by or removal of JPM as Administrative Agent and/or Collateral Agent pursuant to this Section 9.09 shall also constitute its resignation or removal as an L/C Issuer, in which case the resigning or removed L/C Issuer (x) shall not be required to issue any further Letters of Credit and (y) shall maintain all of its rights as L/C Issuer with respect to any Letters of Credit issued by it, prior to the date of such resignation or removal. Upon the acceptance of a successor’s appointment as Administrative Agent and/or Collateral Agent hereunder or upon the expiration of the 30-day period following the retiring Administrative Agent’s and/or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, as applicable(i) such successor (if any) shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (ii) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents and (iii) the successor L/C Issuer (if any) shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make (or the Borrower shall enter into) other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent and or the Collateral Agent, as applicable, applicable upon thirty (30) days’ notice to the Lenders and the BorrowerBorrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this AgreementAgreement or is removed by the Borrower, the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require the consent of be consented to by the Borrower at all times other than during the existence of an Event of Default under Section Sections 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the BorrowerBorrower (in the case of a resignation), a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the retiring Collateral Agent, as applicable, Agent and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent or collateral agent and/or supplemental administrative agentSupplemental Agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or retiring the Collateral Agent’s resignation, as applicable, resignation or removal hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX 9 and Section the provisions of Sections 10.04 and Section 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 the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement Section 6.11 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under as the other Loan DocumentsAdministrative Agent or the Collateral Agent, the provisions of this Article IX 9 and Sections 10.04 and 10.05 shall continue in effect for the its benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them it while it was acting as the retiring Administrative Agent or retiring the Collateral Agent. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, was acting as Administrative Agent and/or Collateral Agent(b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, as applicableand (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

Successor Agents. The Administrative Agent and the Collateral or any Agent may resign as at any time by giving five days' written notice thereof to each Agent (in the case of the Administrative Agent Agent's resignation) of to the related Conduit Note Purchaser and Collateral Liquidity Provider(s) (in the case of an Agent's resignation), as applicable, upon thirty (30) days’ notice to the Lenders Issuer and the BorrowerTrustee. If Upon any such resignation, the Agents or related Note Purchasers, as applicable, shall have the right to appoint a successor Administrative Agent or Agent approved by the Collateral Agent resigns under this Agreement, the Required Lenders shall 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, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) Issuer (which consent of the Borrower shall approval will not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or Agent shall have been so appointed and shall have accepted such appointment, within sixty days after the Collateral retiring Administrative Agent's or Agent's giving of notice of resignation, then the retiring Administrative Agent or Agent may, on behalf of the Agents or the related Note Purchasers, as applicable, the appoint a successor Administrative Agent or Agent. If such successor Administrative Agent or Agent is not an Affiliate of the Collateral resigning Administrative Agent or Agent, as applicable, may appoint, after consulting with such successor Administrative Agent or Agent shall be subject to the Lenders and the Borrower, a successor agent meeting the qualifications set forth above, Issuer's prior written approval (which successor may approval will not be a Defaulting Lender unreasonably withheld or Disqualified Lenderdelayed). Upon the acceptance of its any appointment as Administrative Agent or Agent hereunder by a successor agent hereunderAdministrative Agent or Agent, the Person acting as such successor agent Administrative Agent or Agent shall thereupon succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent or Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s 's or retiring Collateral Agent’s, 's resignation hereunder as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the an Administrative Agent or the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s 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 or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Administrative Agent and the Collateral or any Agent may resign as at any time by giving five days' written notice thereof to each Agent (in the case of the Administrative Agent Agent's resignation) or to the related Conduit Note Purchaser and Collateral Liquidity Provider(s) (in the case of an Agent's resignation), as applicable, upon thirty (30) days’ notice to the Lenders Issuer and the BorrowerTrustee. If Upon any such resignation, the Agents or related Note Purchasers, as applicable, shall have the right to appoint a successor Administrative Agent or Agent approved by the Collateral Agent resigns under this Agreement, the Required Lenders shall 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, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) Issuer (which consent of the Borrower shall approval will not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or Agent shall have been so appointed and shall have accepted such appointment, within sixty days after the Collateral retiring Administrative Agent's or Agent's giving of notice of resignation, then the retiring Administrative Agent or Agent may, on behalf of the Agents or the related Note Purchasers, as applicable, the appoint a successor Administrative Agent or Agent. If such successor Administrative Agent or Agent is not an Affiliate of the Collateral resigning Administrative Agent or Agent, as applicable, may appoint, after consulting with such successor Administrative Agent or Agent shall be subject to the Lenders and the Borrower, a successor agent meeting the qualifications set forth above, Issuer's prior written approval (which successor may approval will not be a Defaulting Lender unreasonably withheld or Disqualified Lenderdelayed). Upon the acceptance of its any appointment as Administrative Agent or Agent hereunder by a successor agent hereunderAdministrative Agent or Agent, the Person acting as such successor agent Administrative Agent or Agent shall thereupon succeed to and become vested with all of the rights, powers powers, privileges and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent or Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s 's or retiring Collateral Agent’s, 's resignation hereunder as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the an Administrative Agent or the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s 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 or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent and or the Collateral Agent, as applicable, applicable upon thirty (30) days’ notice to the Lenders and the BorrowerBorrower and if either the Administrative Agent or the Collateral Agent is a Defaulting Lender, the Borrower may remove such Defaulting Lender from such role upon ten (10) days’ notice to the Lenders. If the Administrative Agent or the Collateral Agent resigns under this AgreementAgreement or is removed by the Borrower, the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require the consent of be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(fSections 8.01(a), (f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, in the case of a resignation, and the Borrower, in the case of a removal may appoint, after consulting with the Lenders and the BorrowerBorrower (in the case of a resignation), a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the retiring Collateral Agent, as applicable, Agent and the term “Administrative Agent” or “Collateral Agent,” ”, as applicable, shall mean such successor administrative agent or collateral agent and/or supplemental administrative agentSupplemental Agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, Agent shall be terminated. After the retiring Administrative Agent’s or retiring the Collateral Agent’s resignation, as applicable, resignation or removal hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section the provisions of Sections 10.04 and Section 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 the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or ten (10) days following the Borrower’s notice of removal, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and such Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, and Required Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement Section 6.11 is satisfied, the successor Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or or Collateral Agent shallshall be discharged, if not previously discharged pursuant to the extent not previously dischargedforegoing sentence, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under as the other Loan DocumentsAdministrative Agent or the Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the its benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them it while it was acting as the retiring Administrative Agent or retiring the Collateral Agent, as applicable, was acting . Any resignation by Goxxxxx Xaxxx Xank USA as Administrative Agent and/or Collateral Agentpursuant to this Section shall also constitute its resignation as L/C Issuer. If Goxxxxx Xachs Bank USA resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as applicableof the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c) another existing L/C issuer, or a successor L/C Issuer that is appointed pursuant to the following sentence, issues substitute Letters of Credit for, or makes other arrangements to effectively assume, any such Letters of Credit issued by Goxxxxx Xaxxx Xank USA. Upon the appointment by the Borrower of a successor L/C Issuer hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged 181 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 Goxxxxx Xaxxx Xank USA to effectively assume the obligations of Goxxxxx Xachs Bank USA with respect to such Letters of Credit.

Successor Agents. The Administrative Agent and and/or the Collateral Agent may resign as the Administrative Agent and or the Collateral Agent, as applicablerespectively, upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral Agent becomes a Defaulting Lender, such Agent may be removed by the Required Lenders. If the Administrative Agent or the Collateral Agent resigns or is removed under this Agreement, the Required Lenders shall appoint from among the Lenders a successorsuccessor to such agent for the Lenders, 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, which appointment of a successor agent shall require the consent of be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed)) and shall be made in consultation with (but shall not require the consent of) the Borrower during the existence of an Event of Default. If no successor agent is appointed prior to the effective date of the resignation or removal of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring or removed Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” ”, as applicable, shall mean such successor administrative agent or collateral agent and/or supplemental administrative agentSupplemental Agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring or removed Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or the Collateral Agent, as applicable, shall be terminated. After the retiring or removed Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation or removal hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX VIII and Section 10.04 and Section 10.05 9.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent Agent, as applicable, by the date which is thirty (30) days following the retiring or removed Administrative Agent’s or Collateral Agent’s notice of resignationresignation or notice of removal from the Required Lenders, as the case may be, the retiring or removed Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the validity and 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 satisfiedSecurity Documents, the successor Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring or removed Administrative Agent or the Collateral Agent, as applicable, and the retiring or removed Administrative Agent and/or or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by After the Borrower to a successor retiring or removed Administrative Agent’s or Collateral Agent’s resignation or removal hereunder as the Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, as applicable, the provisions of this Article IX V III and Sections 10.04 and 10.05 Section 9.05 shall continue in effect for the its benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them it while it was acting as the retiring Administrative Agent or retiring the Collateral Agent, . (m) A new Section 9.25 is hereby added to the Credit Agreement as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.follows:

Successor Agents. The Each Administrative Agent and the Collateral Agent may resign as the applicable Administrative Agent and Collateral Agentor, if applicable, as applicable, Collateral Agent in respect of this Agreement or one or more Facilities hereunder upon thirty ten (3010) days’ notice to the Lenders Company and the BorrowerLenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Lenders in respect of such Facilities). If the any Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Required Facility Lenders in respect of such Facilities) shall appoint from among the Lenders a successor, which shall be a bank with an office in successor agent for the United States, or an Affiliate of any such bank with an office in the United StatesLenders, which appointment of a successor agent shall require the consent of the Borrower Company at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower Company shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the resigning Administrative Agent, the resigning Administrative Agent or the Collateral Agentmay, as applicablebut shall have no obligation to do so, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders Company and the BorrowerLenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Required Facility Lenders in respect of such Facilities),, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the (and Collateral Agent, as if applicable, ) and the term “Term Loan Administrative Agent” or “Collateral Revolving Facility Administrative Agent,” ”, as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may bebe (and, and if applicable, the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the applicable Administrative Agent or Collateral Agentand, as if applicable, Collateral Agent shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation hereunder as the applicable Administrative Agent or the and, if applicable, Collateral Agent, as applicable, the provisions of Article III, this Article IX and Section 10.04 and Section 10.05 10.05, together with any other indemnification, expense reimbursement or similar provision contained in any other Loan Document, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the such Administrative Agent or the Collateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the applicable Administrative Agent or the and, if applicable, Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation as the applicable Administrative Agent and, if applicable, Collateral Agent shall nevertheless thereupon become effective effective, the applicable retiring Agents shall be discharged from their duties and obligations under the Loan Documents, and the Lenders (or, in the case of a resignation in respect of one or more Facilities hereunder, the Lenders in respect of such Facilities) shall perform all of the duties of the applicable Administrative Agent or the Collateral Agentand, as if applicable, Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.209 #95598837v24

Successor Agents. The Administrative Agent, the Documentation Agent and or the Collateral Syndication Agent may resign as the Administrative Agent, Documentation Agent and Collateral or Syndication Agent, as applicablethe case may be, upon thirty (30) 30 days’ ' notice to the Lenders and the BorrowerCompany (on its own behalf and as agent for the Borrowing Subsidiaries). If the Administrative Agent shall resign as such, then Citibank, N.A. shall be appointed (automatically and without any act on the part of, or notice to, any Person) as successor Administrative Agent for the Collateral Agent resigns under this AgreementLenders; provided that, if Citibank shall have ceased to hold any portion of the Loans or Commitments hereunder, the Required Lenders shall appoint from among the Lenders a successorsuccessor Administrative Agent for the Lenders, which successor Administrative Agent shall be approved by the Company, such approval not to be unreasonably withheld (or, if the Required Lenders and the Company are unable to select such successor Administrative Agent within such 30-day period, a bank with an office in successor Administrative Agent shall be selected by the United States, or an Affiliate of any Agents). From and after such bank with an office in the United States, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agentadministrative agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring resigning Administrative Agent or under all of the Collateral Agent, as applicableCredit Documents, and the term “"Administrative Agent” or “Collateral Agent,” as applicable, " shall mean such successor administrative agent and/or supplemental administrative agent, as the case may beAdministrative Agent effective upon its appointment, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring former Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment's rights, powers and duties as the Administrative Agent shall be terminated, without any other or Collateral further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans, the Notes, the Drafts or the other Payment Obligations. If the Documentation Agent, the Syndication Agent or the Arranger shall resign as applicablesuch, no successor Documentation Agent, Syndication Agent or Arranger shall be appointed, and the Administrative Agent shall succeed to all of the rights, powers and duties of the resigning Documentation Agent, Syndication Agent or Arranger, as the case may be, under all of the Credit Documents, and the former Documentation Agent's, Syndication Agent's or Arranger's rights, powers and duties as Documentation Agent, Syndication Agent or Arranger, as the case may be, shall be terminated, without any other or further act or deed on the part of such former Documentation Agent, Syndication Agent or Arranger. After the any retiring Administrative Agent’s 's or retiring Collateral Documentation Agent’s resignation, as applicable, 's or Syndication Agent's or Arranger's resignation hereunder as the Administrative Agent or the Collateral Agent, as applicablesuch, the provisions of this Article IX and Section 10.04 and Section 10.05 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Documentation Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Syndication Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations Arranger under the Loan Credit Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Administrative Agent and Agent, the Collateral Agent or the Collateral Monitoring Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon thirty (30) days’ at any time by giving written notice thereof to the Lenders and the Borrower. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders but such resignation shall 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, which appointment of not become effective until acceptance by a successor agent of its appointment pursuant hereto. Upon any such resignation, the retiring Administrative Agent, retiring Collateral Agent or retiring Collateral Monitoring Agent (as applicable) shall require promptly appoint a successor agent from among the consent of Lenders; provided, that such replacement is reasonably acceptable (as evidenced in writing) to the Borrower at all times other than during Required Lenders, the existence of an Event of Default under Section 8.01(f) or (g) (which consent of Issuing Bank and the Borrower; provided, however, that such approval by the Borrower shall not be unreasonably withheld required at any time when a Default or delayed)Event of Default has occurred and is continuing. If no successor agent shall have been so appointed by the retiring Administrative Agent, retiring Collateral Agent or retiring Collateral Monitoring Agent (as applicable) and shall have accepted such appointment, within 30 days after the retiring agent's giving of notice of resignation, the Borrower may appoint a successor as agent (provided, that such successor is appointed prior reasonably acceptable to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Required Lenders and the Borrower, a successor agent meeting the qualifications set forth aboveIssuing Bank), which successor may not shall be either a Defaulting Lender or Disqualified Lendera commercial bank organized under the laws of the United States of America or of any State thereof and shall have a combined capital and surplus of at least $250,000,000. Upon the acceptance of its any appointment as Administrative Agent, Collateral Agent or Collateral Monitoring Agent (as applicable) hereunder by a successor agent hereunderagent, the Person acting as such successor agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Administrative Agent, retiring Collateral Agent or the retiring Collateral Agent, Monitoring Agent (as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s , retiring Collateral Agent or retiring Collateral Agent’s, Monitoring Agent (as applicable) shall be discharged from its duties and obligations under this Credit Agreement, appointmentthe other Fundamental Documents and any other credit documentation. After any retiring Administrative Agent's, powers and duties retiring Collateral Agent's or retiring Collateral Monitoring Agent's (as the applicable) resignation hereunder as Administrative Agent, Collateral Agent or Collateral Agent, Monitoring Agent (as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicable), the provisions of this Article IX and Section 10.04 and Section 10.05 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent, Collateral Agent or the Collateral Agent, Monitoring Agent (as applicable, ) under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective Credit Agreement and the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan other Fundamental Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. (a) The Administrative Agent and the or Collateral Agent may resign as the Administrative Agent and or Collateral Agent, as applicable, upon thirty (30) 30 days’ written notice to the Lenders Borrower and the Lenders; provided that, if at the time of such resignation, there is a successor Administrative Agent or Collateral Agent, as applicable, satisfactory to each of the resigning Agent, the incoming Agent and the Parent Borrower, each, in its sole discretion, then the resigning Agent, the incoming Agent and the Parent Borrower may agree to waive or shorten the 30 day notice period. If the Administrative Agent or Collateral Agent or a controlling Affiliate of the Administrative Agent or the Collateral Agent resigns under this Agreementis subject to an Agent-Related Distress Event, the Parent Borrower may remove such Agent from such role upon ten days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require be subject to the consent of the Parent Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) 8.01(a), (f), or (g) (which consent of the Parent Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, as applicable, of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the Collateral extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), as applicable, may appoint, after consulting with the Lenders and the Parent Borrower, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative or such successor collateral agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)applicable, and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation or removal hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section Sections 10.04 and Section 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed, for the avoidance of doubt any agency fees for the account of the retiring agent shall cease to accrue from (and shall be payable on) the date that a successor Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfiedDocuments, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or retiring Collateral Agent, as applicable. At any time the Administrative Agent or Collateral Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, was acting the Administrative Agent or Collateral Agent may be removed as the Administrative Agent or Collateral Agent hereunder at the request of the Parent Borrower and the Required Lenders. (b) Any resignation by or removal of BofA as Administrative Agent and/or Collateral Agent pursuant to this Section 9.09 shall also constitute its resignation or removal as an L/C Issuer, in which case the resigning or removed L/C Issuer (x) shall not be required to issue any further Letters of Credit and (y) shall maintain all of its rights as L/C Issuer with respect to any Letters of Credit issued by it, prior to the date of such resignation or removal. Upon the acceptance of a successor’s appointment as Administrative Agent and/or Collateral Agent hereunder or upon the expiration of the 30-day period following the retiring Administrative Agent’s and/or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, as applicable(i) such successor (if any) shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (ii) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents and (iii) the successor L/C Issuer (if any) shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make (or the applicable Borrowers shall enter into) other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall 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, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified Lender. Upon the acceptance of its appointment as successor agent hereunderxxxxxxxxx, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s 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 or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders Xxxxxxx appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, thereto and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, Agent upon thirty (30) days’ notice to the Lenders and the BorrowerHoldings. If the Administrative Agent or the Collateral Agent is a Defaulting Lender or an Affiliate of a Defaulting Lender, either the Required Lenders or Holdings may, upon ten (10) Business Days’ notice, remove the Administrative Agent or the Collateral Agent, as applicable. If the Administrative Agent resigns under this AgreementAgreement or such notice of removal is delivered, the Required Lenders shall appoint from among the Lenders a successor, which shall be a bank with an office in successor agent for the United States, or an Affiliate of any such bank with an office in the United StatesLenders, which appointment of a successor agent shall require the consent of the Borrower Holdings at all times other than during the existence of an Event of Default under Section 8.01(f8.01(a), (f) or (g) (which consent of the Borrower Holdings shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral AgentAdministrative Agent receives notice of removal, as applicablethen (x) in the case of a resignation, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the BorrowerHoldings, a successor agent meeting from among the qualifications set forth aboveLenders and (y) in the case of a removal, which Holdings may, after consulting with the Required Lenders, appoint a successor may not be a Defaulting Lender or Disqualified LenderAdministrative Agent. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring or removed Administrative Agent or the and Collateral Agent, as applicable, Agent and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, be (and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c9.01(b)), and the retiring or removed Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or and Collateral Agent, as applicable, Agent shall be terminated. After the retiring or removed Administrative Agent’s resignation or retiring Collateral Agent’s resignation, as applicable, removal hereunder as the Administrative Agent or the and Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the and Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the and Collateral Agent by the date which is thirty (30) days following the retiring or removed Administrative Agent’s notice of resignationresignation or removal or Holdings notify the Lenders that no qualifying Person has accepted the appointment, the retiring or removed Administrative Agent’s resignation or removal, as applicable, shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or the and Collateral Agent, as applicable, Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring or removed Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the and Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirabledesirable under applicable Law, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring or removed Administrative Agent or the and Collateral Agent, as applicable, and the retiring or removed Administrative Agent and/or and Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower Holdings to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower Holdings and such successor. After the retiring or removed Administrative Agent’s resignation or retiring Collateral Agent’s resignation removal hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring or removed Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable.

Successor Agents. The Each of the Administrative Agent, the Senior Collateral Agent and the Second Lien Collateral Agent may resign as the Administrative Agent and (as to one or more Classes), Senior Collateral Agent or Second Lien Collateral Agent, as applicable, upon thirty (30) 30 days’ notice to the Lenders and the Borrower; provided that any such resignation by Bank of America shall also constitute its resignation as L/C Issuer and Swing Line Lender. If Upon any such resignation by the Administrative Agent or the Collateral Agent resigns under this AgreementAgent, the Required Lenders of the applicable Class or Classes shall have the right to appoint a successorsuccessor Administrative Agent. Upon any such resignation by the Senior Collateral Agent, which the Required Senior Lenders shall have the right to appoint a successor Senior Collateral Agent. Upon any such resignation by the Second Lien Collateral, the Required Second Lien Lenders shall have the right to appoint a successor Second Lien Collateral Agent. If no successor Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders of the applicable Class or Classes, appoint a successor Administrative Agent, Senior Collateral Agent or Second Lien Collateral Agent, as the case may be, selected from among the Lenders, in the case of the resignation of the Administrative Agent, the Senior Lenders, in the case of the resignation of the Senior Collateral Agent, and the Second Lien Lenders, in the case of the resignation of the Second Lien Collateral Agent. In any case, such appointment shall be a bank with an office in subject to the United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent shall require the consent prior written approval of the Borrower at all times other than (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the existence continuance of an Event of Default under Section 8.01(f) Default). Upon the acceptance of any appointment as Administrative Agent, Senior Collateral Agent or (g) (which consent Second Lien Collateral Agent by a successor Agent, such successor Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the Borrower retiring Agent, and the retiring Agent shall not be unreasonably withheld discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Administrative Agent, Senior Collateral Agent or delayed)Second Lien Collateral Agent, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent, Senior Collateral Agent or Second Lien Collateral Agent, as the case may be, under the Loan Documents. After such resignation, the retiring Agent shall continue to have the benefit of this Article X as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement and the other Loan Documents. If no successor agent Administrative Agent, Senior Collateral Agent or Second Lien Collateral Agent is appointed prior to the effective date of the resignation of the Administrative Agent, Senior Collateral Agent or the Second Lien Collateral Agent, as applicableAgent , the Administrative resigning Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders of the applicable Class or Classes and the Borrower, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender Lenders of the applicable Class or Disqualified LenderClasses. Upon the acceptance of its appointment as successor agent Agent hereunder, the Person acting as such successor agent Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent(and, as if applicable, L/C Issuer and Swing Line Lender) and the term respective terms “Administrative Agent,” or “L/C Issuer,” “Swing Line Lender,” “Senior Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Second Lien Collateral Agent” shall mean such successor collateral agent and/or supplemental agentAdministrative Agent, as described in Section 9.01(c)Letter of Credit Issuer, Swing Line Lender, Senior Collateral Agent or Second Lien Collateral Agent, and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After , the retiring L/C Issuer’s and Swing Line Lender’s rights, powers and duties as such shall be terminated, the retiring Senior Collateral Agent’s rights, powers and duties as such shall be terminated and the retiring Second Lien Collateral Agent’s rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such retiring Administrative Agent’s , L/C Issuer or Swing Line Lender or any other Lender, other than the obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s, Senior Collateral Agent’s resignation, as applicable, or Second Lien Collateral Agent’s resignation hereunder as the Administrative Agent, Senior Collateral Agent or the Second Lien Collateral Agent, as applicable, the provisions of this Article IX and Section Sections 10.04 and Section 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, Senior Collateral Agent or the Second Lien Collateral Agent, as applicable, Agent under this Agreement. If no successor administrative agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) 30 days following the 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 or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held above. If no successor Senior Collateral Agent has accepted appointment as Senior Collateral Agent by the date which is 30 days following a retiring Senior Collateral Agent on behalf Agent’s notice of the Lenders or the L/C Issuer under any of the Loan Documentsresignation, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Senior Collateral Agent’s resignation shall nevertheless thereupon become effective and the Senior Lenders shall perform all of the duties of the Senior Collateral Agent hereunder and under until such time, if any, as the other Loan DocumentsRequired Senior Lenders appoint a successor agent as provided for above. If no successor Second Lien Collateral Agent has accepted appointment as Second Lien Collateral Agent by the date which is 30 days following a retiring Second Lien Collateral Agent’s notice of resignation, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Second Lien Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Second Lien Collateral Agent hereunder until such time, if any, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, Required Second Lien Lenders appoint a successor agent as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicableprovided for above.

Successor Agents. The Collateral Agent or Administrative Agent and the Collateral Agent may resign as the Collateral Agent or Administrative Agent and Collateral Agent, as applicablerespectively, upon thirty (30) days’ 45 days notice to the Lenders and the BorrowerLenders. If the Administrative Agent or the Collateral either Agent resigns under this Agreement, the Required Lenders shall appoint a successor, which shall be a bank with an office successor Agent in its place for the United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed)Lenders. If no successor agent Agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative such Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the BorrowerLenders, a successor agent meeting Agent. If Collateral Agent or Administrative Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the qualifications set forth aboveRequired Lenders may agree in writing to remove and replace such Agent with a successor Agent from among the Lenders. In any such event, which successor may not be a Defaulting Lender or Disqualified Lender. Upon upon the acceptance of its appointment as successor agent Agent hereunder, the Person acting as such successor agent Agent shall succeed to all the rights, powers powers, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” or “Administrative Agent” (depending upon which Agent is being replaced) shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), Agent and the retiring Collateral Agent’s or Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers powers, and duties as the Administrative Collateral Agent or Collateral Administrative Agent, as applicablerespectively, shall be terminated. After the any retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, under this Agreement. If no successor agent Agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) 45 days following the 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 such Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent Agent as provided for above (except above. Pursuant to this Section 16.9, Foothill hereby gives notice to the Lenders of its resignation as collateral agent as of the Closing Date. The Lenders hereby agree that in as of the case of any collateral security held by the Closing Date, Ableco Finance, LLC is appointed as Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent and shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, privileges and duties of the retiring Administrative Agent or the Collateral Agent, that Foothill had as applicable, collateral agent and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, (ii) Foothill shall be discharged from its duties and obligations under the Loan DocumentsDocuments as collateral agent. The fees payable by Lenders also agree that the Borrower to a successor Administrative Agent or forty-five (45) day prior notice required in connection with the successor Collateral Agent shall be the same resignation of Foothill as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and collateral agent under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicableSection 16.9 is hereby waived.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent and (as to one or more Classes) or Collateral Agent, as applicable, upon thirty (30) 30 days’ notice to the Lenders and the Borrower; provided that any such resignation by JPMCB shall also constitute its resignation as L/C Issuer and Swing Line Lender. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (v) of the definition of Lender Default, 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, in consultation with the Borrower, appoint a successor. Upon any such resignation or removal by the Administrative Agent, the Required Lenders of the applicable Class or Classes shall have the right to appoint a successor Administrative Agent. Upon any such resignation by the Collateral Agent resigns under this AgreementAgent, the Required Lenders shall have the right to appoint a successorsuccessor Collateral Agent. If no successor Agent shall have been so appointed, which and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders of the applicable Class or Classes, appoint a successor Administrative Agent or Collateral Agent, as the case may be, selected from among the Lenders. In any case, such appointment shall be a bank with an office in subject to the United States, or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent shall require the consent prior written approval of the Borrower at all times other than (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the existence continuance of an Event of Default under Section 8.01(f) Default). Upon the acceptance of any appointment as Administrative Agent or (g) (which consent Collateral Agent by a successor Agent, such successor Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the Borrower retiring Agent, and the retiring Agent shall not be unreasonably withheld discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Administrative Agent or delayed)Collateral Agent, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent 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 IX as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement and the other Loan Documents. If no successor agent Administrative Agent or Collateral Agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative resigning Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders of the applicable Class or Classes and the Borrower, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender Lenders of the applicable Class or Disqualified LenderClasses. Upon the acceptance of its appointment as successor agent Agent hereunder, the Person acting as such successor agent Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent(and, as if applicable, L/C Issuer and Swing Line Lender) and the term respective terms “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “L/C Issuer,” “Swing Line Lender”and “Collateral Agent” shall mean such successor collateral agent and/or supplemental agentAdministrative Agent, as described in Section 9.01(c)L/C Issuer, Swing Line Lender or Collateral Agent, and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, 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 the any retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article ARTICLE IX and Section 10.04 and Section 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 the Collateral Agent, as applicable, Agent under this Agreement. If no successor administrative agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) 30 days following the a retiring Administrative Agent’s notice of resignationresignation or the removal of the Administrative Agent, the retiring or removed Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a above. If no successor Collateral Agent is appointed). Upon the acceptance of any has accepted appointment as Collateral Agent by the Administrative Agent or the date which is 30 days following a retiring Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording ’s notice of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfiedresignation, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Collateral Agent hereunder and under the other Loan Documentsuntil such time, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agentif any, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, Required Lenders appoint a successor agent as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicableprovided for above.

Successor Agents. (a) The Administrative Agent and the or Collateral Agent may resign as the Administrative Agent and or Collateral Agent, as applicable, upon thirty (30) 30 days’ written notice to the Lenders Borrower and the BorrowerLenders. If the Administrative Agent or Collateral Agent or a controlling Affiliate of the Administrative Agent or the Collateral Agent resigns under this Agreementis subject to an Agent- Related Distress Event, the Borrower may remove such Agent from such role upon ten (10) days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require the consent of be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) 8.01(a), (f), or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation or removal, as applicable, of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or Collateral Agent (other than to the Collateral extent subject to an Agent-Related Distress Event or if the Administrative Agent is being removed as a result of it being a Disqualified Institution), as applicable, may appoint, after consulting with the Lenders and the Borrower, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative or such successor collateral agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)applicable, and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation or removal hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section Sections 10.04 and Section 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignationresignation or removal, the retiring Administrative Agent’s or Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed, for the avoidance of doubt any agency fees for the account of the retiring agent shall cease to accrue from (and shall be payable on) the date that a successor Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfiedDocuments, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation or removal without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, Documents other than as specifically set forth in clause (i) above of this Section 9.09(a) but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or retiring Collateral Agent, as applicable, was acting as . At any time the Administrative Agent and/or or Collateral AgentAgent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Administrative Agent or Collateral Agent may be removed as applicablethe Administrative Agent or Collateral Agent hereunder at the request of the Borrower and the Required Lenders.

Successor Agents. (a) The Administrative Agent and the or Collateral Agent may resign as the Administrative Agent and or Collateral Agent, as applicable, upon thirty (30) 30 days’ notice to the Lenders and the BorrowerLenders. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders Xxxxxxx shall appoint a successor, which shall be a bank with an office in from among the United States, or an Affiliate of any such bank with an office in the United States, which appointment of Lenders a successor agent for the Lenders, which successor agent shall require be consented to by the consent of the Borrower Borrowers at all times other than during the existence of an Event of Default under Section 8.01(f) 8.01(a), (f), or (g) (which consent of the Borrower Borrowers shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the BorrowerBorrowers, a successor agent meeting from among the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderLenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative or such successor collateral agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c)applicable, and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, ’s appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, resignation hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section Sections 10.04 and Section 10.05 shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) 30 days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective and (i) the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent or Collateral Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed), (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.09 and (iii) the Lenders shall perform all of the duties of the Administrative Agent or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed)above. Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfiedDocuments, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor or upon the expiration of the 30-day period following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation without a successor agent having been appointed, the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, Documents but the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or retiring Collateral Agent, as applicable, was acting as . At any time the Administrative Agent and/or or Collateral AgentAgent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Administrative Agent or Collateral Agent may be removed as applicablethe Administrative Agent or Collateral Agent hereunder at the request of the Parent Borrower (on behalf of the Borrowers) and the Required Lenders.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as the Administrative Agent and Collateral Agent, as applicable, upon thirty (30) days’ notice to the Lenders and the Parent Borrower. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders Xxxxxxx shall 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, which appointment of a successor agent shall require the consent of the Parent Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Parent Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Parent Borrower, a successor agent meeting the qualifications set forth above, which successor may not be a Defaulting Lender or Disqualified LenderXxxxxx. Upon the acceptance of its appointment as successor agent hereunderxxxxxxxxx, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “Collateral Agent,” as applicable, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the term “Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment, powers and duties as the Administrative Agent or Collateral Agent, as applicable, shall be terminated. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article IX and Section 10.04 and Section 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s 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 or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Parent Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicable. Any resignation by Bank of America as Administrative Agent pursuant to this Section shall, at its election, also constitute its resignation as L/C Issuer and as Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights, powers, privileges and duties of the Swing Line Lender hereunder with respect to all Swing Line Loans made by it and outstanding as of the effective date of its resignation as Swing Line Lender, including the right to require the Lenders to make Base Rate Loans or fund risk participations in in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by Parent Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer or Swing Line 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 Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as such under the Administrative Agent Credit Documents upon sixty (60) days' prior written notice to the other parties hereto. The Company may upon sixty (60) days' prior notice remove and discharge the Collateral Agent, as applicableor any successor Collateral Agent thereafter appointed, upon thirty (30) days’ from the performance of its duties under this Agreement by written notice from the Company to the Lenders and Collateral Agent or the Borrowersuccessor Collateral Agent, with copies thereof to the Company. If the Administrative Agent or the Collateral Agent resigns under this Agreementshall resign or is removed by the Lender, the Required Lenders shall appoint a successorthen, which shall be a bank with an office in the United States, on or an Affiliate of any such bank with an office in the United States, which appointment of a successor agent shall require the consent of the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to before the effective date of the such resignation of the Administrative Agent or the Collateral Agent, as applicableremoval, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and the Borrower, Lender shall appoint a successor agent meeting reasonably acceptable to the qualifications set forth aboveCompany (after prior consultation with the Company) or, if the Lender is unable to appoint a successor agent, the Collateral Agent (after prior consultation with the Company) shall appoint a successor agent for the Administrative Agent, which successor may not agent shall be reasonably acceptable to the Company. If the Collateral Agent is removed by the Company, then, or before the effective date of such removal, the Company shall appoint a Defaulting successor agent reasonably acceptable to the Lender (after prior consultation with the Lender) or Disqualified if the Company is unable to appoint a successor agent, the Collateral Agent (after prior consultation with the Lender shall appoint a successor agent for the Company, which successor agent shall be reasonably acceptable to the Lender. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as Any such successor agent so appointed shall succeed to all the rights, powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the term “Administrative Agent” or “"Collateral Agent,” as applicable, " shall mean such successor administrative agent and/or supplemental administrative agent, as the case may beeffective upon its appoint, and the term “former Collateral Agent” shall mean such successor collateral agent and/or supplemental agent, as described in Section 9.01(c), and the retiring Administrative Agent’s or retiring Collateral Agent’s, as applicable, appointment's rights, powers and duties as shall be terminated without any other or further act or deed on the Administrative part of such former Collateral agent or any of the parties to this Agreement or any of the other Loan Documents or successors thereto. Upon such appointment, the resigned or removed Collateral Agent or will deliver all Collateral to the successor Collateral Agent and take all other steps deemed necessary by the Lender to vest the successor Collateral Agent with all rights, titles, and powers given to the Collateral Agent hereunder. The Company shall, (i) promptly upon removal of Collateral Agent, as applicablepay to the Collateral Agent any accrued and unpaid fees which may be owing to it and (ii) upon request from the Collateral agent (provided such request is submitted to the Company no later than ninety (90) days after removal of the Collateral Agent), shall be terminatedpay to the Collateral Agent any reasonable fees incurred in conjunction with such removal. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation, as applicable, hereunder as the Administrative Agent or the Collateral Agent, as applicable's resignation hereunder, the provisions of this Article IX and Section 10.04 and Section 10.05 21 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent, as applicable, under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s 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 or the Collateral Agent, as applicable, hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as the Administrative Agent or the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring Administrative Agent and/or Collateral Agent shall, to the extent not previously discharged, be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Administrative Agent or the successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s or retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent or retiring Collateral Agent, as applicable, and its agents and sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent, as applicable, was acting as Administrative Agent and/or Collateral Agent, as applicablehereunder.