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The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to the Banks. If the Administrative Agent shall resign as Administrative Agent under this Agreement, the Company shall appoint from among the Banks a successor agent for the Banks (unless an Event of Default then exists in which case the Majority Banks shall appoint the successor agent). 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 Banks and the Company, a successor agent from among the Banks. Upon the acceptance of its appointment as successor agent hereunder, 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 agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this ‎[Article 9] and Sections ‎10.04 and ‎10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it # while it was Administrative Agent under this Agreement and # after such resignation for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor agent. If no successor agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except that in the case of any collateral security held by the Administrative Agent on behalf of the Banks under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and the Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Company or the Majority Banks appoint a successor agent as provided for above.

The Administrative Agent may resign asat any time by giving 30 days’ prior written notice thereof to the , the Issuing Banks and the Company, whether or not a successor Administrative Agent upon 30 days’ noticehas been appointed. Upon any such resignation, the Required shall have the right to the Banks.appoint a successor Administrative Agent. If theno successor Administrative Agent shall resign ashave been so appointed by the Required , and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent under this Agreement,may, on behalf of the 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 Company (which approval may not be unreasonably withheld and shall appoint from among the Banks a successor agent for the Banks (unlessnot be required while an Event of Default then exists in which case the Majority Banks shall appoint the successor agent). If no successor agenthas occurred and is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Banks and the Company, a successor agent from among the Banks.continuing). Upon the acceptance of itsany appointment as Administrative Agent by a successor agent hereunder,Administrative Agent, such successor agentAdministrative Agent shall succeed toto, and become vested with, all the rights, powerspowers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent and the term “Administrative Agent” shall mean suchby a successor agent andAdministrative Agent, the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. Afterdischarged 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 provisions of this ‎[Article 9] and Sections ‎10.04 and ‎10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it # while it was Administrative Agent under this Agreement and # after such resignation for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor agent. If no successor agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except that in the case of any collateral security held by the Administrative Agent on behalf of the Banks under any of the Loan Documents, the retiring Administrative Agent shall continuetake such action as may be reasonably necessary to hold such collateral security until such time as aassign to the successor Administrative Agent is appointed) and the Banks shall perform all of the duties of theits rights as Administrative Agent hereunder until such time, if any, asunder the Company or the Majority Banks appoint a successor agent as provided for above.Loan Documents.

The Administrative Agent may resign asat 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 upon 30 days’ noticehas 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 the Banks.appoint a successor Administrative Agent. If theno successor Administrative Agent shall resign ashave 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 under this Agreement,may, on behalf of the Company shallLenders and the Issuing Banks, appoint from among the Banks a successor agent forAdministrative 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 Banks (unlessprior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default then exists in which case the Majority Banks shall appoint the successor agent). If no successor agenthas occurred and is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Banks and the Company, a successor agent from among the Banks.continuing). Upon the acceptance of itsany appointment as Administrative Agent by a successor agent hereunder,Administrative Agent, such successor agentAdministrative Agent shall succeed toto, and become vested with, all the rights, powerspowers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent and the term “Administrative Agent” shall mean suchby a successor agent andAdministrative Agent, the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. Afterdischarged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative AgentAgent’s resignation hereunder as Administrative Agent, the provisions of this ‎[Article 9] and Sections ‎10.04 and ‎10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it # while it was Administrative Agent under this Agreement and # after such resignation for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor agent. If no successor agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except that in the case of any collateral security held by the Administrative Agent on behalf of the Banks under any of the Loan Documents, the retiring Administrative Agent shall continuetake such action as may be reasonably necessary to hold such collateral security until such time as aassign to the successor Administrative Agent is appointed) and the Banks shall perform all of the duties of theits rights as Administrative Agent hereunder until such time, if any, asunder the Company or the Majority Banks appoint a successor agent as provided for above.Loan Documents.

The Administrative Agent may resign asat any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower, whether or not a successor Administrative Agent upon 30 days’ noticehas been appointed. Upon any such resignation, the Required Lenders shall have the right to the Banks.appoint a successor Administrative Agent. If theno successor Administrative Agent shall resign ashave been so appointed by the Required 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 under this Agreement,may, on behalf of the Company shallLenders and the Issuing Bank, appoint from among the Banks a successor agent forAdministrative Agent, which shall be a bank with an office in or an Affiliate of any such bank. In either case, such appointment shall be subject to the Banks (unlessprior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default then exists in which case the Majority Banks shall appoint the successor agent). If no successor agenthas occurred and is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Banks and the Company, a successor agent from among the Banks.continuing). Upon the acceptance of itsany appointment as Administrative Agent by a successor agent hereunder,Administrative Agent, such successor agentAdministrative Agent shall succeed toto, and become vested with, all the rights, powerspowers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent and the term “Administrative Agent” shall mean suchby a successor agent andAdministrative Agent, the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. Afterdischarged 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 provisions of this ‎[Article 9] and Sections ‎10.04 and ‎10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it # while it was Administrative Agent under this Agreement and # after such resignation for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor agent. If no successor agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except that in the case of any collateral security held by the Administrative Agent on behalf of the Banks under any of the Loan Documents, the retiring Administrative Agent shall continuetake such action as may be reasonably necessary to hold such collateral security until such time as aassign to the successor Administrative Agent is appointed) and the Banks shall perform all of the duties of theits rights as Administrative Agent hereunder until such time, if any, asunder the Company or the Majority Banks appoint a successor agent as provided for above.Loan Documents.

. The Administrative Agent may resign as the Administrative Agent upon 30 days’ notice to the Banks. and the Borrowers. If the Administrative Agent shall resign as Administrative Agentresigns under this Agreement, the CompanyRequired shall appoint from among the Banks a successor agent for the Banks (unless, which successor agent shall be consented to by the Borrowers at all times other than during the existence of an Event of Default then exists in which caseunder [[Section 8.01(f) or (g)])]])] (which consent of the Majority BanksBorrowers shall appoint the successor agent)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 Banks and the Company,Borrowers, a successor agent from among the Banks.. 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 anythe retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this [Article 9][Article IX] and [[Sections ‎10.10.04 and ‎10.0510.05]5]]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 and # after such resignation for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor agent.Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is 30 days following athe retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except that in the case of any collateral security held by the Administrative Agent on behalf of the Banks under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and the Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Company or the Majority BanksRequired 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 as the Administrative Agent upon 30 days’ notice to the Banks.Lenders. If the Administrative Agent shall resign as Administrative Agentresigns under this Agreement, the CompanyRequired Lenders shall appoint from among the BanksLenders a successor agent for the Banks (unlessLenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default then exists in which caseunder [[Section 8.01(a), (f), or (g)])])]])])] (which consent of the Majority BanksBorrower shall appoint the successor agent)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 BanksLenders and the Company,Borrower, a successor agent from among the Banks.Lenders. 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 AgentAgent, and the term “Administrative Agent” shall mean such successor agentadministrative agent, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After anythe retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this [Article 9][Article IX] and [[Sections ‎10.10.04 and ‎10.0510.05]5]]5] shall inure tocontinue in effect for its benefit as to any actions taken or omitted to be taken by it # while it was the Administrative Agent under this Agreement and # after such resignation for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor agent.Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is 30 days following athe retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and # the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the BanksLenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security as bailee, trustee or other applicable capacity until such time as a successor Administrativeof such Agent is appointed), # all payments, communications and determinations provided to be made by, to or through the BanksAdministrative 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 # the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Company or the Majority BanksRequired Lenders 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 other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring 83894470_5

SECTION # Successor Administrative Agents. The Administrative Agent may resign as Administrative Agent upon 30 days’ notice to and the Banks.Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement,Agreement and the Companyother Loan Documents, then the Required shall appoint from among the Banks a successor agent for the Banks, which successor agent shall (unless an Event of Default then exists in which case the Majority Banks shall appoint the successor agent). If no successor agent is appointed priorunder [Section 8(a)] or [Section 8(f)] with respect to the effective date ofBorrower shall have occurred and be continuing) be subject to approval by the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Banks and the Company, a successor agent from among the Banks. Upon the acceptance of its appointment as successor agent hereunder,Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative AgentAgent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the retiringformer Administrative Agent’s appointment,rights, powers and duties as Administrative Agent shall be terminated. Afterterminated, without any retiring Administrative Agent’s resignation hereunder as Administrative Agent,other or further act or deed on the provisionspart of this ‎[Article 9] and Sections ‎10.04 and ‎10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it # while it wassuch former Administrative Agent underor any of the parties to this Agreement and # after such resignation for as long as it continues to act inor any capacity hereunder or underholders of the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor agent.Loans. If no successor agent has accepted appointment as Administrative Agent by the date whichthat is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except that in the case of any collateral security held by the Administrative Agent on behalf of the Banks under any of the Loan Documents, the retiring Administrative Agenteffective, and shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed)assume and the Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Company or the Majority BanksRequired appoint a successor agent as provided for above.

9.9Successor Agent. The Administrative Agent may resign as the Administrative Agent upon 30 days’ notice to the Banks.Lenders and the Company. If the Administrative Agent shall resign as the Administrative Agent under this Agreement,Agreement and the Companyother Loan Documents, then the Required Lenders shall appoint from among the BanksLenders a successor agent for the BanksLenders, which successor agent shall (unless an Event of Default then exists in which case the Majority Banks shall appoint the successor agent). If no successor agent is appointed priorunder [Section 8(a)] or [Section 8(f)] with respect to the effective date ofCompany shall have occurred and be continuing) be subject to approval by the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Banks and the Company, a successor agent from among the Banks. Upon the acceptance of its appointment as successor agent hereunder,Company (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative AgentAgent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the retiringformer Administrative Agent’s appointment,rights, powers and duties as Administrative Agent shall be terminated.terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent may, on behalf of the Lenders and with the consent of the Company (such consent not to be unreasonably withheld and, which consent, shall not be required if an Event of Default under [Section 8(a)] or [Section 8(f)] with respect to the Company shall have occurred and be continuing), appoint a successor Administrative Agent, which, in the case of the Administrative Agent, shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least . 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 retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this [Article[Section 9] and Sections ‎10.04 and ‎10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it # while it was the Administrative Agent under this Agreement and # after such resignation for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor agent. If no successor agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except that in the case of any collateral security held by the Administrative Agent on behalf of the Banks under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and the Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Company or the Majority Banks appoint a successor agent as provided for above.Documents.

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SECTION #0d. Successor Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign as Administrative Agent uponat any time by providing 30 days’ notice of such resignation to the Banks. IfLenders, the Administrative AgentIssuing Banks and the Company. Upon any such resignation, the Required Lenders shall resign as Administrative Agent under this Agreement,have the right, with the consent of the Company (which shall appoint from among the Banks a successor agent for the Banks (unlessnot be unreasonably withheld or delayed and shall not be required if an Event of Default then exists in which case the Majority Banks shall have occurred and is continuing), to appoint the successor agent).a successor. If no successor agent isshall have been so appointed prior toby the effective dateRequired Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the resignation ofLenders and the Administrative Agent, theIssuing Banks, appoint a successor Administrative Agent may appoint, after consultingwhich shall be a bank with the Banks and the Company, a successor agent from among the Banks.an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as successor agent hereunder,Administrative Agent hereunder by a successor, such successor agent shall succeed to and become vested with all the rights, powerspowers, privileges and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor agentAgent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated.discharged from its duties and obligations hereunder. After any retiringthe Administrative Agent’s resignation hereunder as Administrative Agent,hereunder, the provisions of this [Article 9] and Sections ‎10.04[Section 10.03], as well as any exculpatory, reimbursement and ‎10.05indemnification provisions set forth in any other Loan Document, shall inure tocontinue in effect for the benefit of such retiring Administrative Agent, its benefit as tosub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it #any of them while it was Administrative Agent under this Agreement and # after such resignation for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor agent. If no successor agent has accepted appointmentacting as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except that in the case of any collateral security held by the Administrative Agent on behalf of the Banks under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and the Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Company or the Majority Banks appoint a successor agent as provided for above.Agent.

Section # Resignation of Administrative Agent. The Administrative Agent may resign asat any time give notice of its resignation to the Lenders and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Company (provided that during the existence of a Default, such consent shall not be required), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent upon 30 days’gives notice toof its resignation, then the Banks. Ifretiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall resign asnotify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and # the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreement, the Company shall appoint from among the Banks a successor agent for the Banks (unless an Event of Default then exists in which case the Majority Banks shall appoint the successor agent). If no successor agent is appointed priorother Loan Documents and # all payments, communications and determinations provided to the effective date of the resignation of the Administrative Agent,be made by, to or through the Administrative Agent may appoint, after consulting withshall instead be made by or to each Lender directly, until such time as the Banks and the Company,Required Lenders appoint a successor agent from among the Banks.Administrative Agent as provided for above in this Section. Upon the acceptance of itsa successor’s appointment as successor agentAdministrative Agent hereunder, such successor agent shall succeed to and become vested with all of the rights, powerspowers, privileges and duties of the retiring (or retired) Administrative Agent and the term “Administrative Agent” shall mean such successor agentAgent, and the retiring Administrative Agent’s appointment, powersAgent shall be discharged from all of its duties and dutiesobligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Company to a successor Administrative Agent shall be terminated.the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After anythe retiring Administrative Agent’s resignation hereunder as Administrative Agent,and under the other Loan Documents, the provisions of this [Article 9][Article 8] and Sections ‎10.04[Section 9.12] shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and ‎10.05 shall inure to its benefit as totheir respective Related Parties in respect of any actions taken or omitted to be taken by it # while it was Administrative Agent under this Agreement and # after such resignation for as long as it continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor agent. If no successor agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except that in the case of any collateral security held by the Administrative Agent on behalf of the Banks under any of the Loan Documents,them while the retiring Administrative Agent shall continue to hold such collateral security until such timewas acting as a successor Administrative Agent is appointed) and the Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Company or the Majority Banks appoint a successor agent as provided for above.Agent.

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