Common use of Successor Administrative Agents Clause in Contracts

Successor Administrative Agents. An Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunder, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. 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, discretion, 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 or removal hereunder as Administrative Agent, the provisions of this Article VII 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.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days’ notice thereof to the Lenders and Altria the Parent Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and may the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Parent Borrower shall have occurred and be removed at any time with or without cause continuing) be subject to approval by the Required Lenders. Upon the resignation Parent Borrower (which approval shall not be unreasonably withheld or removal of JPMCBdelayed), as Administrative Agent, Citibank, as Administrative Agent, whereupon such successor agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of JPMCB, as the Administrative Agent, and JPMCBthe term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon terminated, without any other or further act or deed on the part of such resignation or removal which results in there being no former Administrative Agent hereunder, or any of the Required Lenders shall have parties to this Agreement or any holders of the right to appoint a successor Administrative AgentLoans. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within date that is 30 days after following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s giving resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of notice the duties of resignation or the Administrative Agent hereunder until such time, if any, as the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, Lenders appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment agent 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, discretion, 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 or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementprovided for above.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or ; provided, however, that any removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall will not be discharged effective until it (or its Affiliate) has been replaced as an Issuing Bank and released from its duties and all obligations under this Agreementin respect thereof. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative an Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this AgreementSection 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent’s resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentan Agent shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative an Agent under this Agreement.

Successor Administrative Agents. An Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCBJPMorgan Chase, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCBJPMorgan Chase, as Administrative Agent, and JPMCBJPMorgan Chase, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunder, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. 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, discretion, 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 or removal hereunder as Administrative Agent, the provisions of this Article VII 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.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and Altria the Borrowers and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent, which appointment shall, provided that no Event of Default has occurred and is continuing, be subject to the consent of the Operating Partnership, such consent not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000500,000,000 and which appointment shall be subject to the consent of the Operating Partnership, such consent not to be unreasonably withheld or delayed, provided that no Event of Default has occurred and is continuing. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation or removal under this AgreementSection 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentan Agent shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement.

Successor Administrative Agents. An Administrative (a) Any Agent may resign at any time by giving upon 30 days’ prior written notice thereof to the Lenders and Altria and to the Company. Such Agent may be removed at any time with or without cause replaced by the Required LendersLenders if it or one of its Affiliates shall become a Defaulting Lender. Upon If an Agent under any Subfacility resigns or is replaced, the resignation Agents under the other Subfacilities shall also be deemed to have resigned and need to be replaced. If an Agent resigns or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations is replaced under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunder, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agentadministrative agent or collateral agent, as applicable, for the Lenders under each Subfacility, which successor agent shall be consented to by the Company at all times other than during the existence of an Event of Default under Section 10.01 or 10.05 (which consent of the Company shall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal effective date of the retiring Administrative resignation of an Agent, then such Agent may appoint (if it resigns but not if it is replaced), after consulting with the retiring Administrative Agent may, on behalf Lenders and with the consent of the LendersCompany at all times other than during the existence of an Event of Default under Section 10.01 or 10.05 (with respect to the Company), appoint a successor Administrative Agent, which agent from among the Lenders under each Subfacility; provided that any such successor agent shall be either a domestic office of a commercial bank organized under the laws Requirements of Law of the United States of America or of any State thereof and having thereof, or a United States branch of a bank that is organized under the Requirements of Law of another jurisdiction, in either case which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentagent hereunder, the Person acting as such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Agent and the term “U.S. Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring ,” “Canadian Administrative Agent’s resignation or removal hereunder as ,” “Dutch Administrative Agent, the provisions of this Article VII 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.Agent” and/or “

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or ; provided, however, that any removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall will not be discharged effective until it has also been replaced as Issuing Bank and released from all of its duties and obligations under this Agreementin respect thereof. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000, provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. 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, discretion, 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 or removal hereunder as Administrative Agent, the provisions of this Article VII 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.

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or ; provided, however, that any removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall will not be discharged effective until it has also been replaced as Swing Line Bank and Letter of Credit Issuing Bank and released from all of its duties and obligations under this Agreementin respect thereof. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation or removal under this Section 7.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Administrative Agent’s resignation or removal shall become effective, (b) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative AgentAgent as to any of the Facilities shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to such Facilities under this Agreement.

Successor Administrative Agents. An The Administrative ------------------------------- Agent may resign at any time by giving written notice thereof to the Lenders and Altria the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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 this Agreementthe Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XI 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. A successor Administrative Agent will notify the Borrower of its appointment promptly after its appointment.

Successor Administrative Agents. An The Administrative Agent may resign at any time upon not less than 30 days’ notice to the Lenders, each LC Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the approval of the Borrower (unless an Event of Default under clause (a) or (h) of Section 8.01 has occurred and is continuing), to appoint a successor. If no such successor shall have been so appointed by giving written the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice thereof to of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and Altria and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCBeach LC Issuer, as appoint a successor Administrative Agent; provided, Citibankhowever, as that if the Administrative AgentAgent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall succeed to nonetheless become effective in accordance with such notice and become vested with all (i) the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreement. Upon the other Loan Documents (except that in the case of any other such resignation or removal which results in there being no collateral security held by the Administrative Agent hereunderas Collateral Agent on behalf of the Lenders or any LC Issuer 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 (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and LC Issuer directly, until such time as the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as the Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Agreementparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article VII and Section 11.02 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent under this Agreementwas acting as an Administrative Agent.

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required Majority Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Majority Lenders shall shall, with the consent of the U.S. Borrower (such consent not to be unreasonably withheld or delayed) have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required LendersMajority Lenders and consented to by the U.S. Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required Majority Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, Lender Parties and with the consent of the U.S. Borrower (such consent not to be unreasonably withheld or delayed) appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities 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 Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities 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 Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Administrative Agents. An Subject to the appointment and acceptance of a successor Administrative Agent, as provided below, the applicable Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this AgreementBorrower. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderresignation, the Required Revolving Facility Majority Lenders or Term Facility Majority Lenders, as applicable, shall have the right to appoint a successor Term Facility Administrative Agent or Revolving Facility Administrative Agent, as applicable (with the consent of the Administrative Borrower if no Event of Default then exists). If no successor Administrative Agent shall have been so appointed by the Required Lenderspursuant to this Section 10.12, and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation (or such earlier day as shall be agreed by the Required Term Facility Majority Lenders or Revolving Facility Majority Lenders’ removal of , as applicable) (the retiring Administrative Agent“Resignation Effective Date”), then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Term Facility Administrative Agent or Revolving Facility Administrative Agent, as applicable, which shall be any Lender or a commercial bank Person organized under the laws of the United States of America US, a State or of any State political subdivision thereof and having a which has combined capital and surplus reserves in excess of at least $500,000,000250,000,000; provided that if the applicable Administrative Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then, whether or not a successor has been appointed, such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretionprivileges, privileges duties, and duties obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s resignation or removal hereunder as an Administrative Agent, the provisions of this Article VII 10 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting an Administrative Agent under this AgreementAgent.

Successor Administrative Agents. An Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria Kraft and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCBJPMorgan Chase, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCBJPMorgan Chase, as Administrative Agent, and JPMCBJPMorgan Chase, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunder, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. 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, discretion, 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 or removal hereunder as Administrative Agent, the provisions of this Article VII 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.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderresignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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 this Agreementthe Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article VII XI 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. A successor Administrative Agent will notify the Borrower of its appointment promptly after its appointment.

Successor Administrative Agents. An Administrative Agent may resign at any time by giving 30 days' prior written notice thereof to the Lenders and Altria Borrowers, and Administrative Agent may be removed at any time with or without cause by the Required an instrument or concurrent instruments in writing delivered to Borrowers and Administrative Agent and signed by Requisite Lenders. Upon the If Bank One is an Issuing Lender, any such resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, Bank One as Administrative Agent shall be discharged from also constitute its duties and obligations under this Agreementresignation or removal as Issuing Lender. Upon any other such notice of resignation or removal which results in there being no Administrative Agent hereunderany such removal, the Required Requisite Lenders shall have the right right, upon 5 Business Days' notice to Borrowers, to appoint a successor Administrative Agent. If If, within 30 days after the date of Administrative Agent's notice of its intention to resign, no successor Administrative Agent shall have been so appointed by the Required Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent's resignation shall become effective on such date without the need for any further action and the Lenders shall be deemed to have been appointed as successor to Administrative Agent may, on behalf hereunder and shall thereafter perform all of the Lenders, appoint a duties of Administrative Agent hereunder and/or under any other Credit Document until the appointment by Requisite Lenders of such other successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, including the Lenders as successor to Administrative Agent (who shall be deemed to have accepted such appointment pursuant to this subsection 9.5), such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring or removed Administrative AgentAgent (and, if the removed Agent is an Issuing Lender, all the rights, powers, privileges and duties of an Issuing Lender), the retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Agreement, and, if the retiring or removed Agent is an Issuing Lender, such retiring or removed Issuing Lender shall be discharged from its duties and obligations under this Agreement, without any other or further act or deed on the part of such retiring or removed Issuing Lender or any other Lender; provided, however, that the successor Issuing Lender shall be obligated 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 or removed Issuing Lender to effectively assume the obligations of such retiring or removed Issuing Lender with respect to such outstanding Letters of Credit, and such retiring or removed Issuing Lender shall continue to have all rights of an Issuing Lender with respect to such outstanding Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder. After any retiring or removed Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Credit Documents.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria Borrower and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right (subject to the approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that Borrower shall have no right of approval if at the applicable time of the proposed appointment any Event of Default shall have occurred and be continuing) to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent 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 Loan Documents, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. Borrower shall not be responsible for any costs or expenses arising out of the replacement of the Administrative Agent pursuant to this Section. Anything contained in this Section 9.06 to the contrary notwithstanding, no Person may become a successor Administrative Agent or Collateral Trustee under this Agreementa Mortgage unless it is a Coastwise Citizen. The Administrative Agent (and each successor Administrative Agent upon becoming Administrative Agent) hereby represents and warrants that it is a Coastwise Citizen and covenants that it will maintain its status as a Coastwise Citizen.

Successor Administrative Agents. An The Administrative Agent ------------------------------- may resign at any time by giving written notice thereof to the Lenders and Altria the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least 129 $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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 this Agreementthe Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XI 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. A successor Administrative Agent will notify the Borrower of its appointment promptly after its appointment.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days’ notice thereof to the Lenders and Altria the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and may the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be removed at any time with or without cause continuing) be subject to approval by the Required Lenders. Upon the resignation Borrower (which approval shall not be unreasonably withheld or removal of JPMCBdelayed), as Administrative Agent, Citibank, as Administrative Agent, whereupon such successor agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of JPMCB, as the Administrative Agent, and JPMCBthe term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon terminated, without any other or further act or deed on the part of such resignation or removal which results in there being no former Administrative Agent hereunder, or any of the Required Lenders shall have parties to this Agreement or any holders of the right to appoint a successor Administrative AgentLoans. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within date that is 30 days after following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s giving resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of notice the duties of resignation or the Administrative Agent hereunder until such time, if any, as the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, Lenders appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment agent 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, discretion, 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 or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementprovided for above.

Successor Administrative Agents. An Each Administrative Agent may resign at any time upon not less than 30 days’ notice to the Lenders, each LC Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the approval of the Borrower, to appoint a successor. If no such successor shall have been so appointed by giving written the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice thereof to of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and Altria and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCBeach LC Issuer, as appoint a successor Administrative Agent; provided, Citibankhowever, as that if such Administrative AgentAgent shall notify the Borrower and the Lenders that no such successor is willing to accept such appointment, then such resignation shall succeed to nonetheless become effective in accordance with such notice and become vested with all (i) the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under this Agreement. Upon the other Loan Documents (except that in the case of any other such resignation or removal which results in there being no collateral security held by the Administrative Agent hereunderas Collateral Agent on behalf of the Lenders or any LC Issuer 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 (ii) all payments, communications and determinations provided to be made by, to or through such Administrative Agent shall instead be made by or to each Lender and LC Issuer directly, until such time as the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as an Administrative Agent hereunder by a successor Administrative Agenthereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Agreementparagraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any the retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentand under the other Loan Documents, the provisions of this Article VII and Section 11.02 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was the retiring Administrative Agent under this Agreementwas acting as an Administrative Agent.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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 this Agreementthe Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XI 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. A successor Administrative Agent will notify the Borrower of its appointment promptly after its appointment.

Successor Administrative Agents. An Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria Kraft and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCBJPMorgan Chase, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCBJPMorgan Chase, as Administrative Agent, and JPMCBJPMorgan Chase, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunder, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. 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, discretion, 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 's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII 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.

Successor Administrative Agents. An (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lenders, the Issuing Xxxxxxx and Altria the Borrower. Upon any such resignation, the Borrower shall, so long as no Event of Default shall have occurred and may be removed at any time continuing, have the right, with or without cause by the consent of the Required Lenders. Upon , to appoint any of the resignation or removal of JPMCB, Lenders as a successor Administrative Agent, Citibank, as Administrative Agent, shall succeed to . In the event that a Default has occurred and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderis continuing, the Required Lenders shall have the right to appoint a the successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of Agent gives notice of resignation or the Required Lenders’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,00050,000,000. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder as Administrative Agent. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria the Borrower. Upon any such resignation, the Borrower shall, so long as no Event of Default shall have occurred and may be removed at any time continuing, have the right, with or without cause by the consent of the Required Lenders. Upon , to appoint any of the resignation or removal of JPMCB, Lenders as a successor Administrative Agent, Citibank, as Administrative Agent, shall succeed to . In the event that a Default has occurred and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderis continuing, the Required Lenders shall have the right to appoint a the successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 60 days after the retiring Administrative Agent’s giving of Agent gives notice of resignation or the Required Lenders’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,00050,000,000. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder as Administrative Agent. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed, which successor shall have been approved by the Borrower, which approval shall not be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a Lender which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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 all of its duties and obligations under this AgreementAgreement and the other Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Administrative Agents. An (a) The Administrative Agent may resign at any time by giving sixty (60) days’ prior written notice thereof to the Lenders Banks and Altria and may be removed at any time with the Borrowers, whether or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as not a successor Administrative Agent shall be discharged from its duties and obligations under this Agreementhas been appointed. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderresignation, the Required Lenders Banks shall have the right to appoint a one of the Banks to be successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required LendersXxxxx, and shall have accepted such appointment, within 30 sixty (60) days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a one of the Banks to be successor Administrative Agent. In either case, which such appointment shall be a commercial bank organized under subject to the laws prior written approval of the United States Borrowers (which approval may not be unreasonably withheld and shall not be required with respect to any Borrower while an Event of America Default under clause (a), (d) or (e) of any State thereof Section 6.1 has occurred and having a combined capital and surplus of at least $500,000,000is continuing with respect to such Borrower). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After Prior to any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII retiring Administrative Agent shall inure take such action as may be reasonably necessary to assign to the successor Administrative Agent its benefit rights as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents.

Successor Administrative Agents. An The Administrative Agent may resign from any or all of the Facilities at any time by giving written notice thereof to the Lenders and Altria and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this AgreementBorrowers. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderresignation, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned; provided that such appointed successor Administrative Agent is a Lender. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be (i) a commercial bank organized under or (ii) a finance company, insurance company or other financial institution that is engaged in making, purchasing or otherwise investing in commercial loans in the laws ordinary course of its business and is capable of performing the duties of the United States Administrative Agent hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent as to all of America the Facilities, the provisions of this Article VII shall inure to its benefit as to any actions taken or of omitted to be taken by it while it was Administrative Agent as to any State thereof and having a combined capital and surplus of at least $500,000,000Facilities under this Agreement. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After Upon the acceptance of any retiring Administrative Agent’s resignation or removal hereunder appointment as Administrative Agent, the provisions of this Article VII shall inure to its benefit Agent hereunder by a successor Administrative Agent as to any actions taken or omitted to be taken by it while it was of the Facilities, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facility or Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facility or Facilities and payments by the Borrowers in respect of such Facility or Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement as to such Facility or Facilities, other than as aforesaid.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and Altria and may be removed at any time with or without cause the Borrower. Any such resignation by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall also constitute its resignation as the Swingline Bank and as an Issuing Bank, in which case the resigning Administrative Agent (x) shall not be discharged from required to make any additional Swingline Advances or issue any further Letters of Credit hereunder and (y) shall maintain all of its duties and obligations under this Agreementrights as Swingline Bank, as the case may be, with respect to any Swingline Advances made by it, or any Letters of Credit issued by it, prior to the date of such resignation. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderresignation, the Required Majority Lenders shall shall, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed and such consent not to be required if an Event of Default then exists) have the right to appoint a successor Administrative Agent. Such successor Administrative Agent shall serve until such time, if any, as the Majority Lenders appoint a new successor Administrative Agent as provided above. If no successor Administrative Agent has been appointed by the twentieth (20th) Business Day after the date such notice of resignation was given by the retiring Administrative Agent, such retiring Administrative Agent’s resignation shall become effective and the Majority Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided above. If no successor Administrative Agent shall have been so appointed by the Required LendersMajority Lenders and consented to by the Borrower, and shall have accepted such appointment, within 30 days fifteen (15) Business Days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders, Lender Parties and with the consent of the Borrower (such consent not to be unreasonably withheld or delayed and such consent not to be required if an Event of Default then exists) appoint a successor Administrative Agent, which shall be a commercial bank or trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative AgentAgent 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 Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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. Notwithstanding the foregoing, the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents upon the effectiveness of its resignation pursuant to the fourth sentence of this AgreementSection 10.06. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, such retiring Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Loan Documents, and the provisions of this Article VII X and Section 11.04 (and the analogous provisions of the other Loan Documents) 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.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders Lender Parties and Altria the Borrowers and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or ; provided, however, that any removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall will not be discharged effective until it (or its Affiliate) has been replaced as an Issuing Bank and Swing Line Bank and released from its duties and all obligations under this Agreementin respect thereof. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent, which appointment shall, provided that no Event of Default has occurred and is continuing, be subject to the consent of the Operating Partnership, such consent not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000500,000,000 and which appointment shall be subject to the consent of the Operating Partnership, such consent not to be unreasonably withheld or delayed, provided that no Event of Default has occurred and is continuing. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation or removal under this AgreementSection 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentan Agent shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement.. Digital Realty – Credit Agreement 136

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders Lender Parties and Altria the Borrowers and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or ; provided, however, that any removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall will not be discharged effective until it (or its Affiliate) has been replaced as an Issuing Bank and released from its duties and all obligations under this Agreementin respect thereof. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent, which appointment shall, provided that no Event of Default has occurred and is continuing, be subject to the consent of the Operating Partnership, such consent not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000500,000,000 and which appointment shall be subject to the consent of the Operating Partnership, such consent not to be unreasonably withheld or delayed, provided that no Event of Default has occurred and is continuing. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation or removal under this AgreementSection 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentan Agent shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement.

Successor Administrative Agents. An Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunder, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required LendersXxxxxxx, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required LendersXxxxxxx’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersXxxxxxx, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. 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, discretion, 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 or removal hereunder as Administrative Agent, the provisions of this Article VII 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.

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of 100 Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Administrative Agents. An Administrative (a) Any Agent may resign at any time by giving upon 30 days' prior written notice thereof to the Lenders and Altria and to the Company. Such Agent may be removed at any time with or without cause replaced by the Required LendersLenders if it or one of its Affiliates shall become a Defaulting Lender. Upon If an Agent under any Subfacility resigns or is replaced, the resignation Agents under the other Subfacilities shall also be deemed to have resigned and need to be replaced. If an Agent resigns or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations is replaced under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunder, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agentadministrative agent or collateral agent, as applicable, for the Lenders under each Subfacility, which successor agent shall be consented to by the Company at all times other than during the existence of an Event of Default under Section 10.01 or 10.05 (which consent of the Company shall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal effective date of the retiring Administrative resignation of an Agent, then such Agent may appoint (if it resigns but not if it is replaced), after consulting with the retiring Administrative Agent may, on behalf Lenders and with the consent of the LendersCompany at all times other than during the existence of an Event of Default under Section 10.01 or 10.05 (with respect to the Company), appoint a successor Administrative Agent, which agent from among the Lenders under each Subfacility; provided that any such successor agent shall be either a domestic office of a commercial bank organized under the laws Requirements of Law of the United States of America or of any State thereof and having thereof, or a United States branch of a bank that is organized under the Requirements of Law of another jurisdiction, in either case which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentagent hereunder, the Person acting as such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Agent and the term "U.S. Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring ," "Canadian Administrative Agent’s resignation or removal hereunder as ," "Dutch Administrative Agent, the provisions of this Article VII 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.Agent" and/or "

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a Lender which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, 112 and the retiring Administrative Agent shall be discharged from all of its duties and obligations under this Agreement and the other Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria the Borrower, and may be removed at any time with or for cause by the Majority Lenders or, at any time when the Administrative Agent hold no Loans hereunder, without cause by the Required Borrower or the Majority Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Majority Lenders shall have the right to appoint a successor Administrative AgentAgent which, prior to an Event of Default, is reasonably satisfactory to the Borrower. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Majority Lenders and shall have accepted such appointment, appointment within 30 ten (10) days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Majority Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, Agent which shall be any Lender or a commercial bank organized under the laws of the United States of America or of any State political subdivision thereof and having a which has combined capital and surplus reserves in excess of at least $500,000,000250,000,000 which, prior to an Event of Default, is reasonably satisfactory to the Borrower. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such Such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretionprivileges, privileges duties and duties obligations of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent under this AgreementAgent.

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a Lender which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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 all of its duties and obligations under this AgreementAgreement and the other Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other 121 instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or ; provided, however, that any removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall will not be discharged effective until it has also been replaced as Letter of Credit Issuing Bank and released from all of its duties and obligations under this Agreementin respect thereof. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII 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.Loan

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this AgreementBorrowers. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderresignation, the Required Lenders shall have the right to appoint a successor Administrative Agent; provided that such appointed successor Administrative Agent is a Lender. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be (i) a commercial bank organized under or (ii) a finance company, insurance company or other financial institution that is engaged in making, purchasing or otherwise investing in commercial loans in the laws ordinary course of its business and is capable of performing the duties of the United States Administrative Agent hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of America this Article VII shall inure to its benefit as to any actions taken or of any State thereof and having a combined capital and surplus of at least $500,000,000omitted to be taken by it while it was Administrative Agent under this Agreement. 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, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, other than with respect to funds transfers and other similar aspects of the provisions administration of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken Borrowings and payments by it while it was the Borrowers in respect of the Facility, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement, other than as aforesaid.

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders and Altria the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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 all of its duties and obligations under this AgreementAgreement and the other Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent to the Administrative Agent which has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the such retiring Administrative Agent, then the such retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement or the Notes. After any retiring Administrative Agent’s 's resignation or removal hereunder as the Administrative Agent, the provisions of this Article VII 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.

Successor Administrative Agents. An The Administrative Agent ------------- ------------------------------- may resign at any time by giving written notice thereof to the Lenders and Altria and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderresignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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 this Agreementthe Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article VII XI 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. A successor Administrative Agent will notify the Borrower of its appointment promptly after its appointment.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders, the Issuing Lenders and Altria the Borrower. Upon any such resignation, the Borrower shall, so long as no Event of Default shall have occurred and may be removed at any time continuing, have the right, with or without cause by the consent of the Required Lenders. Upon , to appoint any of the resignation or removal of JPMCB, Lenders as a successor Administrative Agent, Citibank, as Administrative Agent, shall succeed to . In the event that a Default has occurred and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderis continuing, the Required Lenders shall have the right to appoint a the successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 60 days after the retiring Administrative Agent’s giving of Agent gives notice of resignation or the Required Lenders’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,00050,000,000. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder as Administrative Agent. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agents. An The Administrative Agent ------------------------------- may resign at any time by giving written notice thereof to the Lenders and Altria the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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 this Agreementthe Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XI 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. A successor Administrative Agent will notify the Borrower of its appointment promptly after its appointment.

Successor Administrative Agents. An Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria PM Companies and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCBCitibank, as Administrative Agent, CitibankChase, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCBCitibank, as Administrative Agent, and JPMCBCitibank, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunder, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. 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, discretion, 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 's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII 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.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and Altria the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent, which appointment shall, provided that no Event of Default has occurred and is continuing, be subject to the consent of the Operating Partnership, such consent not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000500,000,000 and which appointment shall be subject to the consent of the Operating Partnership, such consent not to be unreasonably withheld or delayed, provided that no Event of Default has occurred and is continuing. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation or removal under this AgreementSection 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and ​ ​ obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative AgentAgent shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement.

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation Lenders for gross negligence or willful misconduct; provided, however, that any removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall will not be discharged effective until it has also been replaced as Issuing Bank and released from all of its duties and obligations under this Agreementin respect thereof. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000400,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Administrative Agent's resignation or removal under this Section 7.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Administrative Agent's resignation or removal shall become effective, (b) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to any of the Facilities shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to such Facilities under this Agreement.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or ; provided, however, that any removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall will not be discharged effective until it (or its Affiliate) has been replaced as an Issuing Bank and released from its duties and all obligations under this Agreementin respect thereof. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000 and which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. 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, 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. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation or removal under this AgreementSection 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentan Agent shall have become effective, the provisions of this Article VII VIII 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.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days’ notice thereof to the Lenders and Altria the Parent Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and may the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Parent Borrower shall have occurred and be removed at any time with or without cause continuing) be subject to approval by the Required Lenders. Upon the resignation Parent Borrower (which approval shall not be unreasonably withheld or removal of JPMCBdelayed), as Administrative Agent, Citibank, as Administrative Agent, whereupon such successor agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of JPMCB, as the Administrative Agent, and JPMCBthe term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon terminated, without any other or further act or deed on the part of such resignation or removal which results in there being no former Administrative Agent hereunder, or any of the Required Lenders shall have parties to this Agreement or any holders of the right to appoint a successor Administrative AgentLoans. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the Required Lendersdate that is 10 days following a retiring Administrative Agent’s notice of resignation, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of notice the duties of resignation or the Administrative Agent hereunder until such time, if any, as the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, Lenders appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment agent 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, discretion, 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 or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementprovided for above.

Successor Administrative Agents. An Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria Kraft and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCBChase, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCBChase, as Administrative Agent, and JPMCBChase, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunder, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. 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, discretion, 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 's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII 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.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days’ notice thereof to the Lenders and Altria the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and may the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be removed at any time with or without cause continuing) be subject to approval by the Required Lenders. Upon the resignation Borrower (which approval shall not be unreasonably withheld or removal of JPMCBdelayed), as Administrative Agent, Citibank, as Administrative Agent, whereupon such successor agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of JPMCB, as the Administrative Agent, and JPMCBthe term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon terminated, without any other or further act or deed on the part of such resignation or removal which results in there being no former Administrative Agent hereunder, or any of the Required Lenders shall have parties to this Agreement or any holders of the right to appoint a successor Administrative AgentLoans or Multicurrency Letters of Credit. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within date that is 30 days after following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s giving resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of notice the duties of resignation or the Administrative Agent hereunder until such time, if any, as the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, Lenders appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment agent 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, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementprovided for above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written as Administrative Agent upon 10 days' notice thereof to the Lenders and Altria the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and may the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be removed at any time with or without cause continuing) be approved by the Required Lenders. Upon the resignation Borrower (which approval shall not be unreasonably withheld or removal of JPMCBdelayed), as Administrative Agent, Citibank, as Administrative Agent, whereupon such successor agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of JPMCB, as the Administrative Agent, and JPMCBthe term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon terminated, without any other or further act or deed on the part of such resignation or removal which results in there being no former Administrative Agent hereunder, or any of the Required Lenders shall have parties to this Agreement or any holders of the right to appoint a successor Administrative AgentLoans. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the Required Lendersdate that is 10 days following a retiring Administrative Agent's notice of resignation, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving 's resignation shall nevertheless thereupon become effective and the Lenders shall assume and perform all of notice the duties of resignation or the Administrative Agent hereunder until such time, if any, as the Required Lenders’ removal Lenders appoint a successor agent as provided for above. Each of the retiring Syndication Agent and the Arranger may, at any time, by notice to the Lenders and the Administrative Agent, then resign as Arranger or Syndication Agent, as applicable, hereunder, whereupon the retiring Administrative Agent mayduties, on behalf of rights, obligations and responsibilities hereunder shall automatically be assumed by, and inure to the Lendersbenefit of, appoint a successor the Administrative Agent, which shall be a commercial bank organized under without any further act by the laws of Arranger, the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon Syndication Agent, 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, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementor any Lender. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents.

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed at any time with for gross negligence or without cause willful misconduct by an instrument or concurrent instruments in writing delivered to the Administrative Agent and the Borrower and signed by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000400,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, if any, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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. If within 45 days after written notice is given of the retiring Administrative Agent's resignation or removal under this AgreementSection 7.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent's resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent shall become effective, the provisions of this Article VII 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.

Successor Administrative Agents. An The Administrative ------------------------------- Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII VIII 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. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed upon between the Borrower and such successor.

Successor Administrative Agents. An (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders, the Issuing Lenders and Altria the Borrower. Upon any such resignation, the Borrower shall, so long as no Event of Default shall have occurred and may be removed at any time continuing, have the right, with or without cause by the consent of the Required Lenders. Upon , to appoint any of the resignation or removal of JPMCB, Lenders as a successor Administrative Agent, Citibank, as Administrative Agent, shall succeed to . In the event that a Default has occurred and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderis continuing, the Required Lenders shall have the right to appoint a the successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of Agent gives notice of resignation or the Required Lenders’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,00050,000,000. Upon the acceptance of any its appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder as Administrative Agent. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgent.

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right (subject to the approval of the Borrower, such approval not to be unreasonably withheld or delayed; provided that the Borrower shall have no right of approval if at the applicable time of the proposed appointment any Event of Default shall have occurred and be continuing) to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a Lender which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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 all of its duties and obligations under this AgreementAgreement and the other Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement. Anything contained in this Section 10.6 to the contrary notwithstanding, no Person may become a successor Administrative Agent or Mortgagee under the Preferred Ship Mortgages unless it is a Coastwise Citizen. The Administrative Agent (and each successor Administrative Agent) hereby represents and warrants that it is a Coastwise Citizen and covenants that it will maintain its status as a Coastwise Citizen.

Successor Administrative Agents. An The Administrative ------------------------------- Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Administrative Agents. An Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCBXxxxxxx Xxxxx, as Administrative Agent, CitibankXxxxxx, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCBXxxxxxx Xxxxx, as Administrative Agent, and JPMCBXxxxxxx Sachs, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunder, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. 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, discretion, 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 or removal hereunder as Administrative Agent, the provisions of this Article VII 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.

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving ten (10) days prior written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a Lender which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000500,000,000.00. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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 all of its duties and obligations under this AgreementAgreement and the other Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and Altria the Borrowers and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Operating Partnership, such consent not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be (x) a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000U.S.$250,000,000 or (y) one of the existing Lenders, provided that such Lender has a combined capital and surplus of at least U.S.$250,000,000. Upon the acceptance of any appointment as Administrative an Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this AgreementSection 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent’s resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentan Agent shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative an Agent under this Agreement.

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving thirty (30) days prior written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed which shall be reasonably acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a Lender which shall be reasonably acceptable to the Borrower and which is 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 $500,000,0001,000,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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 all of its duties and obligations under this AgreementAgreement and the other Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities which functions shall continue to be performed by the Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.. 125 118

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required Majority Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Majority Lenders shall shall, with the consent of the U.S. Borrower (such consent not to be unreasonably withheld or delayed) have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required LendersMajority Lenders and consented to by the U.S. Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Majority Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, Lender Parties and with the consent of the U.S. Borrower (such consent not to be unreasonably withheld or delayed) appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities 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 Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities 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 Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and Altria the Borrowers and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent, which appointment shall, provided that no Event of Default has occurred and is continuing, be subject to the consent of the Operating Partnership, such consent not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which 106 Digital Realty - Term Loan Agreement shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000500,000,000 and which appointment shall be subject to the consent of the Operating Partnership, such consent not to be unreasonably withheld or delayed, provided that no Event of Default has occurred and is continuing. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation or removal under this AgreementSection 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentan Agent shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed, which successor shall have been approved by the Borrower, which approval shall not be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a Lender which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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 all of its duties and obligations under this AgreementAgreement and the other Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and 124 duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days’ notice thereof to the Lenders and Altria the Parent Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and may the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Parent Borrower shall have occurred and be removed at any time with or without cause continuing) be subject to approval by the Required Lenders. Upon the resignation Parent Borrower (which approval shall not be unreasonably withheld or removal of JPMCBdelayed), as Administrative Agent, Citibank, as Administrative Agent, whereupon such successor agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of JPMCB, as the Administrative Agent, and JPMCBthe term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon terminated, without any other or further act or deed on the part of such resignation or removal which results in there being no former Administrative Agent hereunder, or any of the Required Lenders shall have parties to this Agreement or any holders of the right to appoint a successor Administrative AgentLoans. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within date that is 30 days after following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s giving resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of notice the duties of resignation or the Administrative Agent hereunder until such time, if any, as the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, Xxxxxxx appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment agent 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, discretion, 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 or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementprovided for above.

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and Altria and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this AgreementBorrowers. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderresignation, the Required Majority Lenders shall shall, with the consent of the U.S. Borrower (such consent not to be unreasonably withheld or delayed and such consent not to be required if an Event of Default then exists) have the right to appoint a successor Administrative Agent as to such of the Facilities as to which the Administrative Agent has resigned. Such successor Administrative Agent shall serve until such time, if any, as the Majority Lenders appoint a new successor Administrative Agent as provided above. If no successor Administrative Agent has been appointed by the 20th Business Day after the date such notice of resignation was given by the retiring Administrative Agent, such retiring Administrative Agent’s resignation shall become effective and the Majority Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Loan Document with respect to the Facility or Facilities as to which the retiring Administrative Agent has resigned until such time, if any, as the Majority Lenders appoint a successor Administrative Agent as provided above. If no successor Administrative Agent shall have been so appointed by the Required LendersMajority Lenders and consented to by the U.S. Borrower, and shall have accepted such appointment, within 30 days 15 Business Days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders, Lender Parties and with the consent of the U.S. Borrower (such consent not to be unreasonably withheld or delayed and such consent not to be required if an Event of Default then exists) appoint a successor Administrative Agent, which shall be a commercial bank or trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities 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 Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities 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 Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, and payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement as to such Facilities, other than as aforesaid. Notwithstanding the foregoing, the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents with respect to any Facility or Facilities upon the effectiveness of its resignation pursuant to the fourth sentence of this Section 8.06. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Loan Documents, and the provisions of this Article VII VIII and Section 9.04 (and the analogous provisions of the other Loan Documents) shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Administrative Agents. An Each Administrative Agent may resign at any time by giving written notice thereof to the Lenders Borrower and Altria and may be removed at any time with or without cause by (x) in the Required Lenders. Upon case of the resignation or removal of JPMCB, as Revolving Administrative Agent, Citibankthe Revolving Credit Lenders and (y) in the case of any Term Administrative Agents, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties Term Loan Lenders of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreementthe applicable Class. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderresignation, the Required Revolving Credit Lenders or the Required Term Lenders (with respect to the applicable Class of Term Loans), as applicable, shall have the right to appoint a successor Revolving Administrative Agent (in the case of the Required Revolving Credit Lenders) or a successor Tranche B Term Administrative Agent or Tranche C Term Administrative Agent, as applicable (in the case of the Required Term Lenders), which in each case shall be reasonably satisfactory to the Borrower. If no such successor Administrative Agent shall have been so appointed by the Required LendersRevolving Credit Lenders or the Required Term Lenders (with respect to the applicable Class of Term Loans), as applicable, and shall have accepted such appointment, appointment within 30 thirty (30) days after the such retiring Administrative Agent’s giving of notice of resignation or (the Required Lenders’ removal of the retiring Administrative Agent“Resignation Date”), then the such retiring Administrative Agent may, on behalf of the such applicable Class(es) of Lenders, appoint a successor Applicable Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at a least $500,000,000100,000,000, and which shall be reasonably satisfactory to the Borrower. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Date. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the such retiring Administrative Agent, and the such retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as an Administrative Agent, the provisions of this Article VII VIII and Sections 9.05 and 9.06 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders Lender Parties and Altria the Borrowers and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or ; provided, however, that any removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall will not be discharged effective until it (or its Affiliate) has been replaced as an Issuing Bank and Swing Line Bank and released from its duties and all obligations under this Agreementin respect thereof. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent, which appointment shall, provided that no Event of Default has occurred and is continuing, be subject to the consent of the Operating Partnership, such consent not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000500,000,000 and which appointment shall be subject to the consent of the Operating Partnership, such consent not to be unreasonably withheld or delayed, provided that no Event of Default has occurred and is continuing. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation or removal under this AgreementSection 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 143 resignation or removal hereunder as Administrative Agentan Agent shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders Lender Parties and Altria the Borrowers and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or ; provided, however, that any removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall will not be discharged effective until it (or its Affiliate) has been replaced as an Issuing Bank and Swing Line Bank and released from its duties and all obligations under this Agreementin respect thereof. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent, which appointment shall, provided that no Event of Default has occurred and is continuing, be subject to the consent of the Operating Partnership, such consent not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000500,000,000 and which appointment shall be subject to the consent of the Operating Partnership, such consent not to be unreasonably withheld or delayed, provided that no Event of Default has occurred and is continuing. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Administrative Agent’s resignation or removal under this AgreementSection 8.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agentan Agent shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement.

Successor Administrative Agents. An Subject to the appointment and acceptance of a successor Administrative Agent as provided below, either of the Administrative Agents may resign at any time by giving written notice thereof to the Lenders and Altria the Borrowers and either Administrative Agent may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall (with the consent of the US Borrower, which consent will not be unreasonably withheld) will have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Administrative Agent’s Agent giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000500,000,000.00. Upon the acceptance of any its 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, discretionprivileges, privileges immunities, and duties of the retiring resigning or removed Administrative Agent, and the retiring resigning or removed Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII XIII shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was the Administrative Agent under this AgreementAgent.

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a Lender which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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 all of its duties and obligations under this AgreementAgreement and the other Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the 95 102 provisions of this Article VII 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or ; provided, however, that any removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall will not be discharged effective until it has also been replaced as Issuing Bank and released from all of its duties and obligations under this Agreementin respect thereof. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a CERC 5-Year Revolving Credit Agreement combined capital and surplus of at least $500,000,000, provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. 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, discretion, 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 's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII 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.

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving thirty (30) days prior written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed which shall be reasonably acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a Lender which shall be reasonably acceptable to the Borrower and which is 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 $500,000,0001,000,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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 all of its duties and obligations under this AgreementAgreement and the other Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities which functions shall continue to be performed by the Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or ; provided, however, that any removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall will not be discharged effective until it has also been replaced as Swing Line Bank and Letter of Credit Issuing Bank and released from all of its duties and obligations under this Agreementin respect thereof. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Administrative Agent's resignation or removal under this Section 7.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Administrative Agent's resignation or removal shall become effective, (b) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to any of the Facilities shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to such Facilities under this Agreement.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial chartered bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000CDN$100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII VIII 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. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed upon between the Borrower and such successor.

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties 95 and Altria the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required Majority Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Majority Lenders shall shall, with the consent of the U.S. Borrower (such consent not to be unreasonably withheld or delayed) have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required LendersMajority Lenders and consented to by the U.S. Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Majority Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, Lender Parties and with the consent of the U.S. Borrower (such consent not to be unreasonably withheld or delayed) appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities 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 Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities 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 Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Administrative Agents. An Administrative (a) Any Agent may resign at any time by giving upon 30 days' prior written notice thereof to the Lenders and Altria and to the Company. Such Agent may be removed at any time with or without cause replaced by the Required LendersLenders if it or one of its Affiliates shall become a Defaulting Lender. Upon If an Agent under any SubfFacility resigns or is replaced, the resignation Agents under the other SubfFacilities shall also be deemed to have resigned and need to be replaced. If an Agent resigns or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations is replaced under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunder, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agentadministrative agent or collateral agent, as applicable, for the Lenders under each SubfFacility, which successor agent shall be consented to by the Company at all times other than during the existence of an Event of Default under Section 10.01 or 10.05 (which consent of the Company shall not be unreasonably withheld or delayed). If no successor Administrative Agent shall have been so agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal effective date of the retiring Administrative resignation of an Agent, then such Agent may appoint (if it resigns but not if it is replaced), after consulting with the retiring Administrative Agent may, on behalf Lenders and with the consent of the LendersCompany at all times other than during the existence of an Event of Default under Section 10.01 or 10.05 (with respect to the Company), appoint a successor Administrative Agent, which agent from among the Lenders under each SubfFacility; provided that any such successor agent shall be either a domestic office of a commercial bank organized under the laws Requirements of Law of the United States of America or of any State thereof and having thereof, or a United States branch of a bank that is organized under the Requirements of Law of another jurisdiction, in either case which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agentagent hereunder, the Person acting as such successor Administrative Agent agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Agent and the term "U.S. Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring ," "Canadian Administrative Agent’s resignation or removal hereunder as ," "Dutch Administrative Agent, the provisions of this Article VII 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.Agent" and/or "

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgage, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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 this Agreementthe Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII VIII 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.

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required Majority Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Majority Lenders shall shall, with the consent of the U.S. Borrower (such consent not to be unreasonably withheld or delayed) have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required LendersMajority Lenders and consented to by the U.S. Borrower, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Majority Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, Lender Parties and with the consent of the U.S. Borrower (such consent not to be unreasonably withheld or delayed) appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities 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 Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities 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 Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.. 100

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a Lender which is 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 $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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 all of its duties and obligations under this AgreementAgreement and the other Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any of the Facilities under this Agreement.

Successor Administrative Agents. An (a) The Administrative Agent may resign at any time by giving sixty (60) days’ prior written notice thereof to the Lenders Banks and Altria and may be removed at any time with the Borrowers, whether or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as not a successor Administrative Agent shall be discharged from its duties and obligations under this Agreementhas been appointed. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderresignation, the Required Lenders Banks shall have the right to appoint a one of the Banks to be successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required LendersBanks, and shall have accepted such appointment, within 30 sixty (60) days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agentresignation, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint a one of the Banks to be successor Administrative Agent. In either case, which such appointment shall be a commercial bank organized under subject to the laws prior written approval of the United States Borrowers (which approval may not be unreasonably withheld and shall not be required with respect to any Borrower while an Event of America Default under clause (a), (d) or (e) of any State thereof Section 6.1 has occurred and having a combined capital and surplus of at least $500,000,000is continuing with respect to such Borrower). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After Prior to any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII retiring Administrative Agent shall inure take such action as may be reasonably necessary to assign to the successor Administrative Agent its benefit rights as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreementthe Loan Documents.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria and the Company, such resignation to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, forty-five (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 Lenders, such removal to be effective on the date specified by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint appoint, on behalf of the Borrowers and the Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, Lenders within 30 thirty (30) days after the retiring resigning Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agentits intention to resign, then the retiring resigning Administrative Agent maymay appoint, on behalf of the Borrowers and the Lenders, appoint a successor Administrative Agent. Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of any Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as its successor Administrative Agent hereunder. If the Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrowers 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 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 organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus retained earnings of at least $500,000,000100,000,000. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring resigning or removed 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 or removal hereunder as Administrative Agent, the provisions of this Article VII 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.Upon the

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days’ notice thereof to the Lenders and Altria the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and may the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be removed at any time with or without cause continuing) be subject to approval by the Required Lenders. Upon the resignation Borrower (which approval shall not be unreasonably withheld or removal of JPMCBdelayed), as Administrative Agent, Citibank, as Administrative Agent, whereupon such successor agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of JPMCB, as the Administrative Agent, and JPMCBthe term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon terminated, without any other or further act or deed on the part of such resignation or removal which results in there being no former Administrative Agent hereunder, or any of the Required Lenders shall have parties to this Agreement or any holders of the right to appoint a successor Administrative AgentLoans or Letters of Credit. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within date that is 30 days after following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s giving resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of notice the duties of resignation or the Administrative Agent hereunder until such time, if any, as the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, Lenders appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment agent 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, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementprovided for above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents.

Successor Administrative Agents. An Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, CitibankXxxxxxx Xxxxx, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunder, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. 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, discretion, 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 or removal hereunder as Administrative Agent, the provisions of this Article VII 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.

Successor Administrative Agents. An 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 giving written notifying the Lenders, the Issuing Bank and the Parent. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Parent, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice thereof to of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and Altria and may the Issuing Bank, appoint a successor Administrative Agent, which shall be removed at a bank with an office in the United States, or an Affiliate of any time with or without cause by the Required Lenderssuch bank. Upon the resignation or removal acceptance of JPMCB, its appointment as Administrative AgentAgent hereunder by a successor, Citibank, as Administrative Agent, such successor shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunder, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have 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 or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. 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, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. The fees payable by any Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After any retiring the Administrative Agent’s 's resignation or removal hereunder as Administrative Agenthereunder, the provisions of this Article VII and Section 10.03 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Administrative Agent under this AgreementAgent.

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed subject to the Borrower's consent which shall not be unreasonably withheld. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative AgentAgent subject to the Borrower's consent which shall not be unreasonably withheld, which shall be a Lender which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, 106 99 discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations under this Agreement and the other Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative AgentAgent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Administrative Agents. An Administrative Agent may resign at any time by giving written as Administrative Agent upon ten (10) days’ notice thereof to the Lenders and Altria the Borrower. If an Administrative Agent shall resign as Administrative Agent under this Agreement and may the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 7(a) shall have occurred and be removed at any time with or without cause continuing) be subject to approval by the Required Lenders. Upon the resignation Borrower (which approval shall not be unreasonably withheld or removal of JPMCBdelayed), as Administrative Agent, Citibank, as Administrative Agent, whereupon such successor agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of JPMCB, as the Administrative Agent, and JPMCBthe term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as an Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon terminated, without any other or further act or deed on the part of such resignation or removal which results in there being no former Administrative Agent hereunder, or any of the Required Lenders shall have parties to this Agreement or any holders of the right to appoint a successor Administrative AgentLoans. If no successor agent has accepted appointment as an Administrative Agent shall have been so appointed by the Required Lendersdate that is ten (10) days following a retiring Administrative Agent’s notice of resignation, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of notice the duties of resignation or such Administrative Agent hereunder until such time, if any, as the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, Lenders appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment agent 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, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementprovided for above. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this AgreementAgreement and the other Loan Documents.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed, which successor shall have been approved by the Borrower, which approval shall not be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a Lender which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations under this AgreementAgreement and the other Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.. 70 77 ARTICLE VIII

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written as Administrative Agent upon 10 days' notice thereof to the Lenders and Altria the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and may the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be removed at any time with or without cause continuing) be subject to approval by the Required Lenders. Upon the resignation Borrower (which approval shall not be unreasonably withheld or removal of JPMCBdelayed), as Administrative Agent, Citibank, as Administrative Agent, whereupon such successor agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of JPMCB, as the Administrative Agent, and JPMCBthe term "Administrative Agent" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon terminated, without any other or further act or deed on the part of such resignation or removal which results in there being no former Administrative Agent hereunder, or any of the Required Lenders shall have parties to this Agreement or any holders of the right to appoint a successor Administrative AgentLoans or Letters of Credit. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the Required Lendersdate that is 10 days following a retiring Administrative Agent's notice of resignation, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving 's resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of notice the duties of resignation or the Administrative Agent hereunder until such time, if any, as the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, Lenders appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment agent 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, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementprovided for above. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrower and may be removed at any time with for gross negligence or without cause willful misconduct by an instrument or concurrent instruments in writing delivered to the Administrative Agent and the Borrower and signed by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least $500,000,000400,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, if any, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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. If within 45 days after written notice is given of the retiring Administrative Agent's resignation or removal under this AgreementSection 7.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent's resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent shall become effective, the provisions of this Article VII 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.

Successor Administrative Agents. An Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria PM Companies and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCBChase, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCBChase, as Administrative Agent, and JPMCBChase, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunder, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. 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, discretion, 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 's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII 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.

Successor Administrative Agents. An Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria Borrower, and Administrative Agent may be removed at any time with or without cause by the Required an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Upon the any such notice of resignation or removal of JPMCBany such removal, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunder, the Required Requisite Lenders shall have the right right, upon five (5) days notice to Borrower, to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Requisite Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Requisite Lenders’ ' removal of the retiring Administrative AgentAgent then, then upon five days' notice to Borrower, the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender, or a commercial bank organized under the laws of the United States of America or of any State thereof and thereof, or any Affiliate of such bank, having a combined capital and surplus of at least $500,000,000100,000,000. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, such that successor 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, Agent and the retiring or removed Administrative Agent shall be discharged from its duties and obligations as Administrative Agent, under this Agreement. After any retiring or removed Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, as the case may be, the provisions of this Article VII Section 9 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.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria the Borrower and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or ; provided, however, that any removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall will not be discharged effective until it has also been replaced as Issuing Bank and released from all of its duties and obligations under this Agreementin respect thereof. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000, provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. 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, discretion, 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 's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII 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.

Successor Administrative Agents. An The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and Altria Borrower and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right (subject to the approval of Borrower, such approval not to be unreasonably withheld or delayed; provided that Borrower shall have no right of approval if at the applicable time of the proposed appointment any Event of Default shall have occurred and be continuing) to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent 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 Loan Documents, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. Borrower shall not be responsible for any costs or expenses arising out of the replacement of the Administrative Agent pursuant to this Section. The Collateral Trustee may resign at any time by giving written notice thereof to the Lenders and Borrower and may be removed at any time with or without cause by the Administrative Agent. Upon any such resignation or removal, the successor Administrative Agent shall appoint a successor Collateral Trustee. Anything contained in this Section 8.06 to the contrary notwithstanding, no Person may become a successor Administrative Agent or Collateral Trustee under this Agreementa Mortgage unless it is a Coastwise Citizen. The Administrative Agent (and each successor Administrative Agent upon becoming Administrative Agent) hereby represents and warrants that it is a Coastwise Citizen and covenants that it will maintain its status as a Coastwise Citizen.

Successor Administrative Agents. An Administrative Any Agent may resign ------------------------------- at any time and, if at any time the Administrative Agent shall cease to be a Lender, the Administrative Agent shall promptly thereafter resign by giving written notice thereof to the Lenders Lender Parties and Altria the Borrowers and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject, so long as no Default shall have occurred and be continuing, to the consent of the Parent Borrower, such consent not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be be, in the case of the Administrative Agent, a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent and upon the execution and filing or recording of such financing statements, or amendments thereto and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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 this Agreementthe Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative an Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative an Agent under this Agreement.

Successor Administrative Agents. An The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders Lender Parties and Altria the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders shall have the right to appoint a successor Administrative AgentAgent as to such of the Facilities as to which the Administrative Agent has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ ' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersLender Parties, appoint a successor Administrative Agent, which shall be a Lender which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative AgentAgent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall 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 all of its duties and obligations under this AgreementAgreement and the other Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative AgentAgent as to all of the Facilities, the provisions of this Article VII 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Administrative Agents. An Subject to the appointment of and acceptance by a successor Administrative Agent as provided below, each Administrative Agent may resign at any time by giving written notice thereof to the Lenders Banks and Altria the Borrowers and may be removed at any time with or without cause by the Required Lenders. Upon the resignation or removal of JPMCB, as Administrative Agent, Citibank, as Administrative Agent, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of JPMCB, as Administrative Agent, and JPMCB, as Administrative Agent shall be discharged from its duties and obligations under this AgreementBanks. Upon any other such resignation or removal which results in there being no Administrative Agent hereunderremoval, the Required Lenders Banks shall have the right to appoint any Bank, or with the consent of the U.S. Borrower (which consent shall not be unreasonably withheld), any Eligible Assignee as a successor Administrative Agent to assume the duties of such resigning or removed Administrative Agent. If no such successor Administrative Agent shall have been so appointed by the Required LendersBanks (and, if not a Bank, approved by the Borrower), and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s 's giving of notice of resignation or the Required Lenders’ Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the LendersBanks, appoint any Bank, or with the consent of the U.S. Borrower (which consent shall not be unreasonably withheld), any Eligible Assignee as a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the -104- 110 retiring Administrative Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Administrative Agent’s 's resignation or removal hereunder as an Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this Agreement. If any Administrative Agent resigns or is removed as an Administrative Agent and if any Affiliate thereof continues to perform its duties as an Administrative Agent ("Continuing Administrative Agent"), upon the written request of the U.S. Borrower, the Continuing Administrative Agent shall resign and may be replaced in accordance with the provisions of this Section 7.06.

Successor Administrative Agents. An Either Administrative Agent may resign at any time by giving written as Administrative Agent upon 30 days' notice thereof to the relevant Lenders and Altria the relevant Borrower. If either Administrative Agent shall resign as Administrative Agent under this Agreement and may the other Loan Documents, then the relevant Required Lenders shall appoint from among the relevant Lenders a successor agent for the relevant Lenders, which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrowers shall have occurred and be removed at any time with or without cause continuing) be subject to approval by the Required Lenders. Upon the resignation relevant Borrower (which approval shall not be unreasonably withheld or removal of JPMCBdelayed), as Administrative Agent, Citibank, as Administrative Agent, whereupon such successor agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of JPMCB, as the relevant Administrative Agent, and JPMCBthe term "U.S. Administrative Agent" or "Canadian Administrative Agent", as the case may be, shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under this Agreement. Upon terminated, without any other or further act or deed on the part of such resignation or removal which results in there being no former Administrative Agent hereunder, or any of the Required Lenders shall have parties to this Agreement or any holders of the right to appoint a successor Administrative AgentLoans. If no successor agent has accepted appointment as Administrative Agent shall have been so appointed by the Required Lendersdate that is 10 days following a retiring Administrative Agent's notice of resignation, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of 's resignation or shall nevertheless thereupon become effective, and the Required Lenders’ removal relevant Lenders shall assume and perform all of the retiring Administrative Agent, then duties of the retiring relevant Administrative Agent mayhereunder until such time, on behalf of if any, as the Lenders, relevant Required Lenders appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment agent 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, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementprovided for above. After any retiring Administrative Agent’s 's resignation or removal hereunder as Administrative Agent, the provisions of this Article VII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this AgreementAgreement and the other Loan Documents.