The Administrative Agent may resign at any time by giving prior written notice thereof to [[Organization B:Organization]] and the Borrower and # the Administrative Agent may be removed upon the prior written notice to the Administrative Agent and the Borrower by the Majority [[Organization B:Organization]]. Such resignation or removal, as the case may be, is to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, thirty (30) days after such notice of resignation by the retiring Administrative Agent or such notice of removal by the Majority [[Organization B:Organization]], as the case may be. Upon any such resignation or removal, the Majority [[Organization B:Organization]] shall have the right to appoint on behalf of the Borrower and [[Organization B:Organization]], a successor Administrative Agent, which shall be reasonably acceptable to the Borrower (with any institution that is regularly engaged in the business of serving as a non-lender administrative agent for syndicated credit facilities (such as [[Administrative Agent:Organization]]) and any Affiliate of the Arranger, in each case, being deemed reasonably acceptable to the Borrower). The resigning Administrative Agent shall take such actions and execute such documents as reasonably necessary in connection with such resignation or removal, as the case may be (including, without limitation, transfers of all collateral held by such resigning Administrative Agent to the successor Administrative Agent and terminations and/or transfers of rights or control in all collateral related agreements). If no successor Administrative Agent shall have been so appointed by the Majority [[Organization B:Organization]] within twenty (20) days after the resigning Administrative Agent’s giving notice of its intention to resign or the Majority [[Organization B:Organization]] giving their notice of removal, as the case may be, then the resigning Administrative Agent may appoint, on behalf of the Borrower and [[Organization B:Organization]], a successor Administrative Agent. If the Administrative Agent has resigned and no successor Administrative Agent has been appointed, the Majority [[Organization B:Organization]] may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Majority [[Organization B:Organization]] until such successor Administrative Agent shall have been appointed as provided herein. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment and such financing statements, or amendments thereto, and such amendments or supplements to the Security Documents, and such other instruments or notices, as may be necessary or desirable, or as the Majority [[Organization B:Organization]] may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, shall have been executed and filed or recorded, as applicable. Upon the Assumption of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph and subject to the rights, powers, privileges and duties of the Administrative Agent (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest). After the effectiveness of the resignation of an Administrative Agent, the provisions of this Article IX shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent hereunder and under the other Loan Documents.

Successor Administrative Agent. The Administrative Agent may resign at any time by giving written notice thereof to [[Organization B:Organization]] and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, 45 days after the retiring Administrative Agent gives notice of its intention to resign. The Administrative Agent may be removed at any time with or without cause by written notice received by the Administrative Agent from the Required [[Organization B:Organization]], such removal to be effective on the date specified by the Required [[Organization B:Organization]]. Upon any such resignation or removal, the Required [[Organization B:Organization]] shall have the right to appoint, on behalf of the Borrower and [[Organization B:Organization]], a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required [[Organization B:Organization]] within 30 days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and [[Organization B:Organization]], a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent hereunder. If the Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed, [[Organization B:Organization]] may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with [[Organization B:Organization]]. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, the resigning or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Administrative Agent, the provisions of this Article X shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this [Section 10.12], then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

. The Administrative Agent may resign as the Administrative Agent upon 30 days’ notice to the ​ and the Borrowers. If the Administrative Agent resigns under this Agreement, the Required ​ shall appoint from among the ​ a successor agent for the ​, which successor agent shall be consented to by the Borrowers at all times other than during the existence of an Event of Default under [Section 8.01(f) or (g)])] (which consent of the Borrowers shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the ​ and the Borrowers, a successor agent from among the ​. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent”, shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this [Article IX] and [Sections 10.04 and 10.05]5] shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is 30 days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the ​ shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required ​ appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required ​ may request, in order to # continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or # otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this [Article IX] shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.

The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, the Majority Lenders shall have the right (with, so long as no Event of Default exists, the consent of the Borrower, which shall not be unreasonably withheld or delayed) to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.

The Administrative Agent may resign at any time by giving notice thereof to [[Organization B:Organization]] and the Borrower. Upon any such resignation, the Required [[Organization B:Organization]] shall have the right to appoint a successor Administrative Agent; provided that any such appointment shall be subject to consent of the Borrower (such consent not to be unreasonably withheld or delayed), so long as no Event of Default has occurred and is continuing with respect to the Borrower. If no successor Administrative Agent shall have been so appointed by the Required [[Organization B:Organization]], and shall have accepted such appointment, within 30 days after the retiring Administrative Agent gives notice of resignation (or such earlier day as shall be agreed by the Required [[Organization B:Organization]]) (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of [[Organization B:Organization]], appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $100,000,000; provided that any such appointment shall be subject to consent of the Borrower (such consent not to be unreasonably withheld or delayed), so long as no Event of Default has occurred and is continuing with respect to the Borrower and provided further that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying [[Organization A:Organization]] and the ​. Upon any such resignation, the Required ​ shall have the right, with the written consent of the ​ (so long as no Event of Default exists), to appoint a successor. If no successor shall have been so appointed by the Required ​ with any requisite consent of the ​ and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of [[Organization A:Organization]], appoint a successor Administrative Agent which shall be a bank with an office in New York, New York that has a combined capital and surplus of at least $500,000,000, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the ​ to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the ​ and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and [Section 9.03] shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

Resignation or Removal of the Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the [[Organization A:Organization]] and the Borrower. Upon receipt of any such notice of resignation, the Requisite [[Organization A:Organization]] shall have the right, in consultation with the Borrower, to appoint a successor Administrative Agent that is reasonably acceptable to the Borrower. If no such successor shall have been so appointed by the Requisite [[Organization A:Organization]] and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier date as the Requisite [[Organization A:Organization]] may approve) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the [[Organization A:Organization]], appoint a successor Administrative Agent meeting the qualifications set forth above; provided, that if the Administrative Agent shall notify the Borrower and the [[Organization A:Organization]] that no qualifying Person has accepted such appointment, then the Administrative Agent’s resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (iv) of the definition thereof, the Requisite [[Organization A:Organization]] 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 reasonably acceptable to the Borrower. If no such successor shall have been so appointed by the Requisite [[Organization A:Organization]] and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Requisite [[Organization A:Organization]]) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

SECTION # Resignation of Administrative Agent: Appointment of Successor. The Administrative Agent may at any time resign or, if it is a Defaulting Lender pursuant to [clause (iv)] of the definition thereof, be removed by the Borrower upon ten (10) days’ prior written notice of such resignation or removal to the ​ and the Borrower. Upon receipt of any such notice of resignation or removal, the Required ​ shall have the right, with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed and provided that no consent of the Borrower shall be required if an Event of Default has occurred and is continuing), to appoint a successor Administrative Agent which shall be a commercial bank or trust company with offices in the U.S. having combined capital and surplus in excess of $100,000,000. If no such successor shall have been so appointed by the Required ​ and accepted such appointment within thirty (30) days after notice of the Administrative Agent’s resignation or removal, then, # in the case of a resignation of the Administrative Agent, the resigning Administrative Agent with the consent of the Borrower (such consent not to be unreasonably withheld, or delayed; provided that no consent of the Borrower shall be required if an Event of Default has occurred and is continuing) or # in the case of a removal of the Administrative Agent, the Borrower, may, with the consent of the Required ​, on behalf of the ​, appoint a successor Administrative Agent; provided that if no qualifying Person has accepted such appointment, then such resignation or removal shall nonetheless become effective after such thirty-day period and # the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any possessory collateral held by the Administrative Agent on behalf of the ​ the retiring Administrative Agent shall continue to hold such collateral until such time as a successor Administrative Agent is appointed) and # 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 (and each Lender will cooperate with the Borrower to enable the Borrower to take such actions), until such time as the Required ​ appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Administrative Agent, and the retiring (or retired) or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder and under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph) other than its obligations under [Section 9.08]. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the resignation or removal of the Administrative Agent hereunder and under the other Loan Documents, the provisions of this [Article 8] and [Section 9.05] shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as the Administrative Agent.

The Administrative Agent may resign at any time by notice in writing to the [[Consenting Lenders:Organization]], the Issuing Bank and the Borrower. Upon any such resignation, the Required [[Consenting Lenders:Organization]] shall have the right, with the consent of the Borrower not to be unreasonably withheld (or, if an Event of Default has occurred and is continuing in consultation with the Borrower), to appoint a successor. If no successor shall have been so appointed by the Required [[Consenting Lenders:Organization]] and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (the “Resignation Effective Date”), then the retiring Administrative Agent’s resignation shall nonetheless become effective in accordance with such notice. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required [[Consenting Lenders:Organization]] 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. If no such successor shall have been so appointed by the Required [[Consenting Lenders:Organization]] and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required [[Consenting Lenders:Organization]]) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice.

The Administrative Agent may resign at any time by giving notice thereof to [[Organization B:Organization]] and the Borrower. Upon any such resignation, the Required [[Organization B:Organization]] shall have the right to appoint a successor Administrative Agent; provided that any such appointment shall be subject to consent of the Borrower (such consent not to be unreasonably withheld or delayed), so long as no Event of Default has occurred and is continuing with respect to the Borrower. If no successor Administrative Agent shall have been so appointed by the Required [[Organization B:Organization]], and shall have accepted such appointment, within 30 days after the retiring Administrative Agent gives notice of resignation (or such earlier day as shall be agreed by the Required [[Organization B:Organization]]) (the “Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of [[Organization B:Organization]], appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $100,000,000; provided that any such appointment shall be subject to consent of the Borrower (such consent not to be unreasonably withheld or delayed), so long as no Event of Default has occurred and is continuing with respect to the Borrower and provided further that in no event shall any such successor Administrative Agent be a Defaulting Lender.