Common use of Successor Agents Clause in Contracts

Successor Agents. Each of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above (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 (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9). Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such 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 Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Section 12 (including Section 12.7) and Section 13.5 shall continue in effect for the benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Successor Agents. Each of the Administrative Agent and Collateral Any Agent may resign at any time give by giving written notice of its thereof to the Lenders and the Company, such resignation to be effective upon the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case appointment of a resignation of a retiring Agentsuccessor Agent or, if no such successor shall have Agent has been so appointed by the Majority Lenders and shall have accepted such appointment within thirty appointed, forty-five (3045) days after the retiring Agent gives notice of its resignation, then the retiring intention to resign. Any Agent may be removed at any time with or without cause by written notice received by such Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, on behalf of the Lenders Borrowers and the Issuing BanksLenders, a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders within thirty (30) days after the resigning Agent’s giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of the Borrowers and the Lenders, a successor Agent. Notwithstanding the previous sentence, any 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 Agent hereunder. If an Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform all the duties of such Agent hereunder and the Borrowers shall make all payments in respect of the Obligations to the applicable Lender if there is no Administrative Agent and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent, such successor Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentresigning or removed Agent. Upon the effectiveness of the resignation or removal of an Agent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9). Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such 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 Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). After the retiring effectiveness of the resignation or removal of an Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article XI shall continue in effect for the benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties Agent in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Loan Documents. In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 11.12, then (a) the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent and (cb) the successor Issuing Bank references to “JPMorgan” in the definitions of “Eurocurrency Base Rate” and “Prime Rate” and in the last sentence of Section 2.13 shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory be deemed to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect be a reference to such Letters of Creditsuccessor Administrative Agent in its individual capacity.

Successor Agents. Each of the Administrative Agent and Collateral (a) Either Agent may at any time give resign as Agent upon twenty (20) days’ notice of its resignation to the Lenders, the Issuing Banks such other Agent and the Borrower. If either Agent shall resign as such Agent in its applicable capacity under this Agreement and the Administrative Agent and/or Collateral Agent becomes a Defaulting Lenderother Credit Documents, then the Required Lenders shall appoint a successor agent, which successor agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such Agent in its applicable capacity, and the term “Administrative Agent Agent” or “Collateral Agent, may be removed as Administrative Agent or Collateral Agent”, as the case may be, at shall mean such successor agent effective upon such appointment and approval, and the reasonable request former Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, without any other or further act or deed on the part of such former Agent or any of the Borrower upon ten parties to this Agreement or any holders of the Loans. If no applicable successor agent has accepted appointment as such Agent in its applicable capacity by the date that is twenty (1020) days’ notice to the Lenders. Upon receipt of any days following such retiring Agent’s notice of resignation, such retiring Agent’s resignation or removalshall nevertheless thereupon become effective and the Lenders shall assume and perform all of the duties of such Agent hereunder until such time, if any, as the case may be, the Majority Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above (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 (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Required Lenders appoint a successor Agent agent as provided for above in this Section 12.9)above. Upon the acceptance of a successorAfter any retiring Agent’s appointment resignation as the Administrative Agent or the Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such 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 Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). After the retiring Agent’s resignation hereunder and under the other Credit Documentsapplicable, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article XI shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was an Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to Agreement and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and . (cb) For purposes of any Netherlands Security Document or any other right of pledge governed by the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations laws of the retiring Issuing Bank Netherlands, any resignation by the Collateral Agent is not effective with respect to its rights under the Parallel Debts until all rights and obligations under the Parallel Debts have been assigned and assumed to the successor agent. The Collateral Agent will reasonably cooperate in transferring its rights and obligations under the Parallel Debts to any such Letters successor agent and will reasonably cooperate in transferring all rights under any Netherlands Security Document or any Security Document governed by the laws of Creditthe Netherlands (as the case may be) to such successor agent.

Successor Agents. Each of the Administrative Agent and Collateral (a) Agent may resign at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten by giving thirty (1030) days’ prior written notice thereof to Lenders and Borrower. In addition, the Requisite Lenders may by 30 days prior written notice to Agent and Borrower remove the LendersAgent. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Requisite Lenders shall have the right, subject upon two (2) Business Days’ notice to the consent of the Borrower (not Borrower, to be unreasonably withheld or delayed) appoint a successor Agent, so long as no Event of Default under Section 11.1 or 11.5 is shall have occurred and be continuing, reasonably acceptable to appoint a successorBorrower (such acceptance not to be unreasonably withheld, which shall be a bank with an office in New Yorkconditioned or delayed). If, in the case of a resignation of a retiring Agent, If no such successor shall have been so appointed by the Majority Requisite Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignationresignation (the “Resignation Effective Date”), then the retiring Agent may may, but shall not be obligated to, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent meeting from among the qualifications set forth above Lenders, in each case, so long as no Event of Default shall have occurred and be continuing, reasonably acceptable to Borrower (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person such acceptance not to be unreasonably withheld, conditioned or delayed). Whether or not a successor has accepted such appointmentbeen appointed, then such resignation shall nonetheless become effective in accordance with such notice and (a) on the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)Resignation Effective Date. Upon the acceptance of a successor’s any appointment as the Administrative Agent or Collateral hereunder by a successor Agent, as the case may be, hereunder, 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 Security Documents, such that successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, removed Agent and the retiring or removed Agent shall promptly, following payment to the Agent of any outstanding fees and expenses owed to it (i) transfer to such successor Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent under the Credit Documents, and (ii) execute and deliver to such successor Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)hereunder. After the any retiring Agent’s resignation or removed Agent’s removal hereunder and under the other Credit Documentsas Agent, the provisions of this Section 12 (including Section 12.7) and Section 13.5 10 shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, hereunder. (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit[Intentionally Omitted].

Successor Agents. Each Any Agent may resign at any time by giving written notice thereof to the Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and will not be effective until it has been replaced as Collateral Agent may and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes is not a Defaulting Lender, then such Administrative Agent Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request Revolving Credit Commitment of the Borrower upon ten next highest Lender (10) days’ notice to or such ratably lesser amount if the LendersRevolving Credit Commitments have been reduced in accordance with this Agreement). Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the rightright to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower (Borrower, such consent not to be unreasonably withheld or delayed) so long as . If no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting Agent, which shall be a commercial bank organized under the qualifications set forth above (laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000, which appointment shall, provided that if no Default has occurred and is continuing, be subject to 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 (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf consent of the Lenders or Issuing Banks under and Credit DocumentsBorrower, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided consent not to be made by, to unreasonably withheld or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)delayed. Upon the acceptance of a successor’s any appointment as an Agent hereunder by a successor Agent, and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s 's resignation hereunder or removal under this Section 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 other Credit DocumentsLoan 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 Agent's resignation or removal hereunder as an Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VIII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was an Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each of the Administrative Agent and Collateral Any Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders, the Issuing Banks Lenders and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, each Borrower and may be removed as Administrative Agent at any time with or Collateral Agent, as without cause by the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Required Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a financial institution organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by this Agreement and by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 9.06 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 other Credit DocumentsLoan 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 Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article IX shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each The Agent may resign as to any or all of the Administrative Agent and Collateral Agent may Facilities at any time give by giving written notice of its resignation thereof to the Lenders, the Issuing Banks Lender Parties and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, Borrowers and may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request to all of the Borrower upon ten (10) days’ notice to Facilities at any time with or without cause by the Required Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the rightright to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, subject subject, so long as no Default shall have occurred and be continuing, to the consent of the Borrower (Crompton Corp., such consent not to be unreasonably withheld or delayed) so long as . If no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting Agent, subject, so long as no Default shall have occurred and be continuing, to the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted consent of Crompton Corp., such appointmentconsent not to be unreasonably withheld or delayed, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least US$250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent as to all of the Administrative Agent or Collateral Agent, as the case may be, hereunder, 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 Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor 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 Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring 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 Documents (if not already notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall be discharged therefrom from its duties and obligations under this Agreement as provided above in this Section 12.9)to such Facilities, other than as aforesaid. After the any retiring Agent’s 's resignation or removal hereunder and under as Agent as to all of the other Credit DocumentsFacilities, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Agent as to any of them while the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to Facilities under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each of the Administrative Agent and Collateral Any Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders, the Issuing Banks Lender Parties and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, Borrowers and may be removed as Administrative Agent at any time with or Collateral Agent, as without cause by the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Required Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s 's resignation hereunder or removal under this Section 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 other Credit DocumentsLoan 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 Agent's resignation or removal hereunder as Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each of the Administrative Agent and Collateral Any Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders, the Issuing Banks Lender Parties and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lenders. Upon receipt of any such notice of resignation or removal, as the case may beresignation, the Majority Lenders Required Lenders, after consultation with the Borrower, shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be successor Agent having a bank with an office in New Yorkcombined capital and surplus of at least $500,000,000. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may may, after consultation with the Borrower, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $500,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation hereunder as Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each of the Administrative Agent and Collateral The Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders, the Issuing Banks Lenders and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then which resignation will become effective at such Administrative Agent or Collateral Agent, may be removed times as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lendersmore specifically set forth in this Section 7.6. Upon receipt of any such notice of resignation or removal, as the case may beresignation, the Majority Required Lenders shall have the rightright to appoint a successor agent, subject provided, however, that any such appointment of a successor agent must have been consented to the in writing by Borrower, which consent of the Borrower (shall not to be unreasonably withheld or delayed) so long as no , unless an Event of Default under Section 11.1 or 11.5 is shall have occurred and be continuing, to appoint a successor, in which case no consent of Borrower shall be a bank with an office in New Yorkrequired. If, in the case of a resignation of a retiring Agent, If no such successor agent shall have been so appointed by the Majority Lenders Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent meeting agent (from among the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentLenders), then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank or finance company organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks at least $250,000,000 (any successor agent appointed under and Credit Documents, the retiring Agent shall continue this Section 7.6 is referred to hold such collateral security until such time herein as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9"Successor Agent"). Upon the acceptance of a successor’s any appointment as the Administrative Agent or Collateral hereunder by a Successor Agent, as the case may be, hereunder, 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 Security Documents, such successor Successor Agent shall succeed to and become vested with all of the such rights, powers, discretion, privileges and duties of the retiring (or retired) AgentAgent in its capacity as agent, and the retiring Agent shall be discharged from all of its such duties and obligations hereunder or as the Agent under the other Credit Loan Documents. If within 45 days after written notice is given of the retiring the Agent's resignation under this Section 7.6 no Successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the Agent's resignation shall become effective, (b) Agent shall thereupon be discharged from such agency duties and obligations under the Loan Documents and as identified in its notice of resignation and (c) the Lenders shall thereafter perform all duties of the Agent under the Loan Documents until such time, if not already discharged therefrom any, as the Lenders appoint a Successor Agent as provided above in this Section 12.9)above. After the retiring Agent’s 's resignation hereunder and under the other Credit Documentsas agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting in its capacity as an Agent. Any resignation of any Person as Administrative Agent pursuant to agent under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and Collateral Agent may at any time give notice of will not be effective until it or its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Affiliate has also been replaced as Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request Swing Line Lender and Issuing Bank and discharged from all of the Borrower upon ten (10) days’ notice to the Lendersits obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to right (with the consent of the Borrower (not to be unreasonably withheld or delayed) Borrowers, so long as no Event of Default under Section 11.1 has occurred or 11.5 is continuing, ) to appoint a successor, successor Agent as to such of the Facilities as to which shall be a bank with an office in New Yorksuch Agent has resigned or been removed. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Required Lenders (or, so long as no Event of Default has occurred or is continuing, consented to by the Borrowers), and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent as to all of the Administrative Agent or Facilities and, in the case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may reasonably request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, 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 reasonably 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 Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring 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 (or retirednotwithstanding any resignation as Agent with respect to the Letter of Credit Facility) Agentand payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the this Agreement as to such Facilities, other Credit Documents (if not already discharged therefrom than as provided above in this Section 12.9)aforesaid. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 9.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditFacilities under this Agreement.

Successor Agents. Each Any Agent may resign at any time by giving written notice thereof to the Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or will not be effective until it has also been replaced as Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request Swing Line Bank and Issuing Bank and released from all of the Borrower upon ten (10) days’ notice to the Lendersits obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and Collateral Agent may at any time give notice of will not be effective until it or its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Affiliate has also been replaced as Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request Swing Line Lender and Issuing Bank and discharged from all of the Borrower upon ten (10) days’ notice to the Lendersits obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to right (with the consent of the Borrower (not to be unreasonably withheld or delayed) Borrower, so long as no Event of Default under Section 11.1 8.01(a) or 11.5 (f) has occurred or is continuing, ) to appoint a successor, successor Agent as to such of the Facilities as to which shall be a bank with an office in New Yorksuch Agent has resigned or been removed. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Required Lenders (or, so long as no Event of Default Section 8.01(a) or (f) has occurred or is continuing, consented to by the Borrower), and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent as to all of the Administrative Agent or Facilities and, in the case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may reasonably request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, 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 reasonably 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 Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring 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 (or retirednotwithstanding any resignation as Agent with respect to the Letter of Credit Facility) Agentand payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the this Agreement as to such Facilities, other Credit Documents (if not already discharged therefrom than as provided above in this Section 12.9)aforesaid. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 9.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article 9 shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditFacilities under this Agreement.

Successor Agents. Each Any Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lender Parties and the Borrower and may be removed at any time for cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and will not be effective until it has been replaced as Collateral Agent may at any time give notice of and it (or its resignation to the Lenders, the Affiliate) has been replaced as an Issuing Banks Bank and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lendersreleased from all obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, successor Agent (which successor Agent shall be a bank with an office in New Yorkreasonably acceptable to the Borrower). If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as an Agent hereunder by a successor Agent, and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages and Assignments of Leases, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 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 other Credit DocumentsLoan 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 Agent’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VIII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was an Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each of the Administrative The Agent and Collateral Agent may may, at any time give notice of its resignation to the Lenderstime, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower resign upon ten (10) 30 days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal, as If the case may beAgent resigns under a Loan Document, the Majority Required Lenders shall have appoint from among the rightLenders a successor Agent, subject which successor Agent, if other than a Lender, shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower (shall not to be unreasonably withheld or delayed) so long as ). If no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment within thirty (30) days after prior to the retiring Agent gives notice effective date of its resignationthe resignation of the resigning Agent, then the retiring resigning Agent may on behalf of shall have the right, after consulting with the Lenders and the Issuing BanksBorrower, to appoint a successor Agent; provided such successor Agent meeting is a Lender hereunder or a commercial bank organized under the qualifications set forth above (provided that if laws of the Administrative United States and has a combined capital and surplus of at least $500,000,000. If no successor Agent is appointed prior to the effective date of the resignation of the resigning Agent, the resigning Agent may appoint, after consulting with the Lenders and the Borrower, a successor Agent from among the Lenders. Upon the acceptance of any appointment as an Agent hereunder by a successor, such successor Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Agent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9). Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral an Agent, as the case may beappropriate, hereunder, 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 Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, under this Agreement and the retiring Agent shall be discharged from all of its duties other Loan Documents and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Section 12 (including Section 12.7) and Section 13.5 11.09 shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was an Agent under this Agreement. If no successor Agent has accepted appointment as Agent within 60 days after the retiring Agent was acting as an Agent. Any ’s giving notice of resignation, the retiring Agent’s resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon nevertheless become effective and the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor Lenders shall succeed to and become vested with perform all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations Agent hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credituntil such time, if any, outstanding at as the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditRequired Lenders appoint a successor Agent as provided for above.

Successor Agents. Each Any Agent may resign at any time by giving written notice thereof to the Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or will not be effective until it has also been replaced as Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request Swing Line Bank and Issuing Bank and released from all of the Borrower upon ten (10) days’ notice to the Lendersits obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s 's resignation hereunder or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent's resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each of the Administrative Agent and Collateral Any Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders, the Issuing Banks Lenders and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lenders. Upon receipt of any such notice of resignation or removal, as the case may beresignation, the Majority Lenders Required Lenders, after consultation with the Borrower, shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be successor Agent having a bank with an office in New Yorkcombined capital and surplus of at least $500,000,000. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may may, after consultation with the Borrower, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $500,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation hereunder as Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and will not be effective until it has also been replaced as Collateral Agent may at any time give notice and Issuing Bank and released from all of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lendersobligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject upon five Business Days' notice to the Borrower and with the Borrower's written consent of the Borrower (such written consent not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing), to appoint a successor, successor Agent as to such of the Facilities as to which shall be a bank with an office in New Yorksuch Agent has resigned or been removed. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent as to all of the Administrative Agent or Facilities and, in the case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring 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 Documents (if not already notwithstanding any resignation as 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 therefrom from its duties and obligations under this Agreement as provided above in this Section 12.9)to such Facilities, other than as aforesaid. After If within 45 days after written notice is given of the retiring Agent’s 's resignation hereunder or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent's resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Loan Documents (except that in the case of any Collateral held by the retiring Agent on behalf of the Secured Parties under any of the Collateral Documents, the retiring Agent shall continue to hold such Collateral until such time as a successor Agent is appointed) and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders ▇▇▇▇▇ Respiratory - Revolving Credit DocumentsAgreement appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditFacilities under this Agreement.

Successor Agents. Each of the Administrative Agent and Collateral The Agent may resign at any time give by ---------------- giving written notice of its resignation thereof to the Lenders, the Issuing Banks Lender Parties and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, Borrower and may be removed as Administrative Agent at any time with or Collateral Agent, as without cause by the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Required Lenders. Upon receipt of any such notice of resignation or removal, the Required Lenders, and so long as the case may beno Default has occurred and is continuing, the Majority Lenders shall have the right, subject to with the consent of the Borrower (which consent shall not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing), shall have the right to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf state thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, hereunder by a successor Agent 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 Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s 's resignation hereunder or removal under this Section 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45/th/ 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 other Credit DocumentsLoan 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 Agent's resignation or removal hereunder as Agent shall become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VIII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each The Agent may resign as to any or all of the Administrative Agent and Collateral Agent may Facilities at any time give by giving written notice of its resignation thereof to the Lenders, the Issuing Banks Lender Parties and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, Borrowers and may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request to all of the Borrower upon ten (10) days’ notice to Facilities at any time with or without cause by the Required Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the rightright to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, subject subject, so long as no Default shall have occurred and be continuing, to the consent of the Borrower (Crompton Corp., such consent not to be unreasonably withheld or delayed) so long as . If no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$250,000,000. Upon the acceptance of any appointment as Agent meeting hereunder by a successor Agent as to all of the qualifications set forth above (provided that if the Administrative Facilities, such successor Agent shall notify succeed to and become vested with all the Borrower rights, powers, discretion, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Agent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9). Upon the acceptance of a successor’s any appointment as the Administrative Agent or Collateral Agent, hereunder by a successor Agent as the case may be, hereunder, 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 less than all of the Liens granted or purported to be granted by the Security DocumentsFacilities, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring 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 (or retirednotwithstanding any resignation as Agent with respect to the Letter of Credit Facility) Agentand payments by the Borrowers in respect of such Facilities, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the this Agreement as to such Facilities, other Credit Documents (if not already discharged therefrom than as provided above in this Section 12.9)aforesaid. After the any retiring Agent’s 's resignation or removal hereunder and under as Agent as to all of the other Credit DocumentsFacilities, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Agent as to any of them while the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to Facilities under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each Any Agent may resign at any time by giving written notice thereof to the Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or will not be effective until it has also been replaced as Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request Swing Line Bank and Issuing Bank and released from all of the Borrower upon ten (10) days’ notice to the Lendersits obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s 's resignation hereunder or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent's resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as Agent <PAGE> 72 shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each of the Administrative Agent and Collateral Agent may resign at any time give by giving ---------------- not less than thirty (30) days' prior written notice of its resignation thereof to the Lendersother Agent, Lenders and Borrower Representative. Upon any such resignation, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Requisite Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Requisite Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives resigning Agent's giving notice of its resignation, then the retiring resigning Agent may may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent meeting the qualifications set forth above (provided that Agent, which shall be a Lender, if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted a Lender is willing to accept such appointment, then or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Agent has been appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning Agent, such resignation shall nonetheless become effective in accordance with and the Requisite Lenders shall thereafter perform all the duties of such notice and (a) the retiring resigning Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all paymentstime, communications and determinations provided to be made byif any, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Requisite Lenders appoint a successor Agent as provided for above in this Section 12.9)above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; provided that such approval shall not be required if a Default or an Event of -------- Default shall have occurred and be continuing. Upon the acceptance of a successor’s any appointment as the Administrative an Agent or Collateral hereunder by a successor Agent, as the case may be, hereunder, 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 Security Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (resigning Agent. Upon the earlier of the acceptance of any appointment as an Agent hereunder by a successor Agent or retired) the effective date of the resigning Agent's resignation, and the retiring resigning Agent shall be discharged from all of its duties and obligations hereunder or under this Agreement and the other Credit Documents (if not already discharged therefrom as provided above Loan Documents, except that any indemnity rights or other rights in this Section 12.9)favor of such resigning Agent shall continue. After the retiring any resigning Agent’s 's resignation hereunder and under the other Credit Documentshereunder, the provisions of this Section 12 (including Section 12.7) and Section 13.5 9 shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken --------- or omitted to be taken by any of them it while it was Agent under this Agreement and the retiring other Loan Documents. An Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon may be removed at the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all written direction of the rights, powers, privileges and duties holders (other than such Agent) of two-thirds or more of the retiring Issuing BankCommitments (excluding such Agent's Commitment); provided that in so doing, (b) the retiring Issuing Bank such Lenders shall be discharged from deemed to have waived and released any and all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of claims they may have against such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgent.

Successor Agents. Each Any Agent may resign at any time by giving written notice thereof to the Lender Parties and the Borrower, and any Agent (other than ▇▇▇▇▇ Fargo in its capacity as an Agent) may be removed at any time with or without cause by the Required Lenders (without giving effect to the provision set forth in the definition of “Required Lenders” requiring that there be at least two Lenders that are not Affiliates); provided, however, that any removal of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or will not be effective until (x) it has also been replaced as Collateral Agent, may be removed as Administrative Agent Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof and (y) WFB’s Commitment has been terminated, reduced or Collateral Agent, as assigned to other Lenders after the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice Third Amendment Effective Date on terms satisfactory to the Lendersit. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject right to appoint a successor Agent with the consent of the Borrower (not to be unreasonably withheld or delayed) so long as ). If no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Lenders Required ▇▇▇▇▇▇▇, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required ▇▇▇▇▇▇▇’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and Lender Parties, with the Issuing Banksconsent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent meeting is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above (provided that if above, subject to this Section 7.06, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall assume and perform all of the duties of the Administrative Agent 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 (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all paymentstime, communications and determinations provided to be made byif any, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders Required ▇▇▇▇▇▇▇ appoint a successor Agent as provided for above in this Section 12.9)above. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or Collateral case of a successor ▇▇▇▇▇▇▇▇▇▇ Agent, as the case may be, hereunder, 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 Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each of the Administrative Agent and Collateral Either Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders, the Issuing Banks Lenders and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, Borrower and may be removed as Administrative at any time with or without cause by the Required Lenders. If, and only if, an Agent or Collateral Agentvoluntarily resigns, as within 10 business days of resignation, such Agent shall repay to the case may be, at Company an amount equal to (i) the reasonable request of advanced annual fee that had been paid by the Borrower upon ten to such Agent (10the "Advanced Fee") days’ notice to less (ii)(a) the LendersAdvanced Fee multiplied by (b) the number of days that have elapsed since such advance payment became due divided by 365. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders appointed, and shall have accepted such appointment appointment, within thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders Lenders, either (i) appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and the Issuing Banks, having a combined capital and surplus of at least one hundred million Dollars (US$ 100,000,000) or (ii) apply to any court of competent jurisdiction to appoint a successor Agent meeting (which successor shall meet the qualifications set forth above in (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 (ai) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue above) to hold such collateral security act until such time time, if any, as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent have accepted its appointment as provided for above in this Section 12.9)above. Upon the acceptance of a successor’s any appointment as an Agent hereunder by a successor Agent and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens security interests granted or purported to be granted by under the Security Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Agreement. After the any retiring Agent’s 's resignation or removal hereunder and under the other Credit Documentsas an Agent, the provisions of this Section 12 (including Section 12.7) and Section 13.5 15 shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was an Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each of the The Administrative Agent and Collateral Agent may resign at any time give by giving written notice thereof to the Lenders and the Borrower, but such resignation shall not become effective until acceptance by a successor agent of its resignation appointment pursuant hereto. Upon any such resignation, the retiring Administrative Agent shall promptly appoint a successor agent from among the Lenders; provided, that such replacement is reasonably acceptable (as evidenced in writing) to the Required Lenders, the Issuing Banks Bank and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender; provided, then however, that such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of approval by the Borrower upon ten (10) days’ notice to the Lenders. Upon receipt of shall not be required at any such notice of resignation time when a Default or removal, as the case may be, the Majority Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 has occurred and is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, If no such successor agent shall have been so 107 appointed by the Majority Lenders retiring Administrative Agent and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives agent's giving of notice of its resignation, then the retiring Agent Borrower may on behalf of appoint a successor as agent (provided, that such successor is reasonably acceptable to the Required Lenders and the Issuing BanksBank), appoint a successor Agent meeting the qualifications set forth above (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 (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and either a Lender or a commercial bank organized under the other Credit Documents (except that in laws of the case United States of America or of any collateral security held by such Agent on behalf State thereof and shall have a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such 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 hereunder by the Security Documentsa successor agent, such successor agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Administrative Agent and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under this Credit Agreement, the other Credit Fundamental Documents (if not already discharged therefrom as provided above in this Section 12.9)and any other credit documentation. After the any retiring Administrative Agent’s 's resignation hereunder and under the other Credit Documents, as Administrative Agent the provisions of this Section Article 12 (including Section 12.7) and Section 13.5 shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to Credit Agreement and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Fundamental Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Successor Agents. Each of the Administrative Agent and Collateral Any Agent may resign at any time give by giving 30 days’ prior written notice of its resignation thereof to the Lenders, Lenders and the Issuing Banks Borrower and any Agent may be removed at any time with or without cause by the Required Lenders by providing written notice thereof to such Agent and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the rightright to appoint a successor Agent (which, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no unless an Event of Default under Section 11.1 or 11.5 has occurred and is continuingcontinuing at the time of such appointment, to appoint a successor, which shall be a bank with an office in New Yorkreasonably acceptable to the Borrower). If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 45 days after the retiring Agent gives or removed Agent’s giving of notice of its resignationresignation or receipt of notice of removal, then the retiring or removed Agent may may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent meeting Agent, which, unless an Event of Default shall have occurred and is continuing, shall be reasonably acceptable to the qualifications set forth above (provided that if Borrower. If within 45 days after written notice is given of the Administrative retiring or removed Agent’s resignation or removal under this Section 7.05 no successor Agent shall notify the Borrower have been appointed and the Lenders that no qualifying Person has shall have accepted such appointment, then on such resignation shall nonetheless become effective in accordance with such notice and 45th day (a) the retiring Agent’s resignation or the removed Agent’s removal shall become effective, (b) the retiring or removed Agent shall thereupon be discharged from its duties and obligations hereunder and under the other Credit Loan Documents and (except that in c) the case of any collateral security held by such Agent on behalf Required Lenders shall thereafter perform all duties of the Lenders retiring or Issuing Banks removed Agent under and Credit Documents, the retiring Agent shall continue to hold such collateral security Loan Documents until such time as a successor Agent is appointed) and (b) all paymentstime, communications and determinations provided to be made byif any, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Required Lenders appoint a successor Agent as provided for above in this Section 12.9). Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such 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 Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)above. After the any retiring or removed Agent’s resignation hereunder and under the other Credit Documentsas Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Swingline Lender, the Issuing Banks and the Borrower. If the Administrative Agent Agent, Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent Agent, Swingline Lender or Collateral Agent, may be removed as the Administrative Agent Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to and the Required Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in the United States. If, in the case of a resignation of a retiring Agent, no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders Lenders, the Swingline Lender and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above (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 (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)above. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such 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 Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Section 12 (including Section 12.7) and Section 13.5 shall continue in effect for the benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditSwingline Lender.

Successor Agents. Each of the Administrative Agent and Collateral Either Agent may resign at any time give by giving not less than thirty (30) days' prior written notice of its resignation thereof to the LendersLenders and Borrower Representative. Upon any such resignation, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Requisite Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Requisite Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives resigning Agent's giving notice of its resignation, then the retiring resigning Agent may may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent meeting the qualifications set forth above (provided that Agent, which shall be a Lender, if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted a Lender is willing to accept such appointment, then or otherwise shall be a commercial bank or financial institution or a subsidiary of a commercial bank or financial institution if such commercial bank or financial institution is organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $300,000,000. If no successor Agent has been appointed pursuant to the foregoing, by the 30th day after the date such notice of resignation was given by the resigning Agent, such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent Requisite Lenders shall be discharged from its thereafter perform all the duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring resigning Agent shall continue to hold such collateral security hereunder until such time as a successor Agent is appointed) and (b) all paymentstime, communications and determinations provided to be made byif any, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Requisite Lenders appoint a successor Agent as provided for above in this Section 12.9)above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the approval of Borrower Representative, such approval not to be unreasonably withheld or delayed; PROVIDED that such approval shall not be required if a Default or an Event of Default shall have occurred and be continuing. Upon the acceptance of a successor’s any appointment as the Administrative Agent or Collateral hereunder by a successor Agent, as the case may be, hereunder, 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 Security Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or retired) the effective date of the resigning Agent's resignation, and the retiring resigning Agent shall be discharged from all of its duties and obligations hereunder or under this Agreement and the other Credit Documents (if not already discharged therefrom as provided above Loan Documents, except that any indemnity rights or other rights in this Section 12.9)favor of such resigning Agent shall continue. After the retiring any resigning Agent’s 's resignation hereunder and under the other Credit Documentshereunder, the provisions of this Section 12 (including Section 12.7) and Section 13.5 SECTION 9 shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to Agreement and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Loan Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Successor Agents. Each Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and Collateral Agent may at any time give notice of will not be effective until it or its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Affiliate has also been replaced as Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request Swing Line Lender and Issuing Bank and discharged from all of the Borrower upon ten (10) days’ notice to the Lendersits obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to right (with the consent of the Borrower (not to be unreasonably withheld or delayed) Borrower, so long as no Event of Default under Section 11.1 has occurred or 11.5 is continuing, ) to appoint a successor, successor Agent as to such of the Facilities as to which shall be a bank with an office in New Yorksuch Agent has resigned or been removed. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Required Lenders (or, so long as no Event of Default has occurred or is continuing, consented to by the Borrower), and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required ▇▇▇▇▇▇▇’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent as to all of the Administrative Agent or Facilities and, in the case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may reasonably request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). After the retiring Agent’s resignation hereunder and under the other Credit Loan Documents, the provisions of this Section 12 (including Section 12.7) and Section 13.5 shall continue in effect for the benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s any appointment as Administrative Agent hereunder (a) such by a successor shall succeed Agent as to and become vested with less than all of the rightsFacilities and, powers, privileges and duties in the case of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the a successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.▇▇▇▇▇▇▇▇▇▇

Successor Agents. Each of the Administrative Agent and Collateral (a) Either Agent may resign at any time give by giving 30 days’ prior written notice of its resignation thereof to the Lenders, the Issuing Banks and the Borrower. If the Administrative Company, whether or not a successor Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lendershas been appointed. Upon receipt of any such notice of resignation or removal, as the case may beresignation, the Majority Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may may, on behalf of the Lenders and the Issuing Banks, appoint a successor Agent meeting Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the qualifications set forth above prior written approval of the Company (provided that if which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent or as Collateral Agent, as applicable, by a successor Agent, such successor Agent shall notify succeed to, and become vested with, all the Borrower rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Administrative Agent or Collateral Agent, as applicable, by a successor Agent, the retiring Agent shall be discharged from its duties and obligations under this Agreement and the Lenders that other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Agent, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. (b) Notwithstanding paragraph (a) of this Section, in the event no qualifying Person has successor Agent shall have been so appointed and shall have accepted such appointmentappointment within 30 days after the retiring Agent gives notice of its intent to resign, then the retiring Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Company, whereupon, on the date of effectiveness of such resignation shall nonetheless become effective stated in accordance with such notice and notice, (ai) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the case of Agent under any collateral security held by such Agent on behalf Collateral Document for the benefit of the Lenders or Issuing Banks under and Credit DocumentsSecured Parties, the retiring Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Agent, shall continue to hold such collateral security Collateral, in each case until such time as a successor Agent is appointed) appointed and accepts such appointment in accordance with this Section (b) all payments, communications it being understood and determinations provided to be made by, to or through agreed that the retiring Agent shall instead be made by have no duty or obligation to each Lender and Issuing Bank directlytake any further action under any Collateral Document, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9). Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order including any action required to continue maintain the perfection of any such security interest) and (ii) the Liens granted or purported to be granted by the Security Documents, such successor Required Lenders shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent; provided that (A) all payments required to be made hereunder or retired) Agent, and under any other Loan Document to the retiring Agent for the account of any Person other than the Agent shall be discharged from made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the applicable Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). After the retiring such Agent’s resignation hereunder and under the other Credit Documentsfrom its capacity as such, the provisions of this Section 12 (including Section 12.7) Article VIII and Section 13.5 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Agent, its Subagents sub-agents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation or Collateral Agent, as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to applicable, and become vested with all in respect of the rights, powers, privileges and duties of matters referred to in the retiring Issuing Bank, proviso under clause (bi) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Creditabove.

Successor Agents. Each Any Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and will not be effective until it has been replaced as Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lendersreleased from all obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the rightright to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower (Borrower, such consent not to be unreasonably withheld or delayed) so long as . If no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent meeting Agent, which shall be a commercial bank organized under the qualifications set forth above (laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000 and which appointment shall, provided that if no Default has occurred and is continuing, be subject to 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 (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf consent of the Lenders or Issuing Banks under and Credit DocumentsBorrower, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided consent not to be made by, to unreasonably withheld or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)delayed. Upon the acceptance of a successor’s any appointment as an Agent hereunder by a successor Agent, and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 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 other Credit DocumentsLoan 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 Agent’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VIII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was an Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders and the BorrowersBorrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and Collateral Agent may at any time give notice of will not be effective until it or its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Affiliate has also been replaced as Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request Swing Line Lender and Issuing Bank and discharged from all of the Borrower upon ten (10) days’ notice to the Lendersits obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to right (with the consent of the Borrower (not to be unreasonably withheld or delayed) BorrowersBorrower, so long as no Event of Default under Section 11.1 has occurred or 11.5 is continuing, ) to appoint a successor, successor Agent as to such of the Facilities as to which shall be a bank with an office in New Yorksuch Agent has resigned or been removed. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Required Lenders (or, so long as no Event of Default has occurred or is continuing, consented to by the BorrowersBorrower), and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent as to all of the Administrative Agent or Facilities and, in the case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may reasonably request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, 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 NYDOCS01/1760806.13 instruments or notices, as may be reasonably 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 Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring 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 (or retirednotwithstanding any resignation as Agent with respect to the Letter of Credit Facility) Agentand payments by the BorrowersBorrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the this Agreement as to such Facilities, other Credit Documents (if not already discharged therefrom than as provided above in this Section 12.9)aforesaid. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 9.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditFacilities under this Agreement.

Successor Agents. Each Any Agent may resign at any time by giving 30 days' prior written notice thereof to the Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and will not be effective until it has been replaced as Collateral Agent may at any time give notice of and it (or its resignation to the Lenders, the Affiliate) has been replaced as an Issuing Banks Bank and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lendersreleased from all obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as an Agent hereunder by a successor Agent, and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages and Assignments of Leases, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s 's resignation hereunder or removal under this Section 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 other Credit DocumentsLoan 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 Agent's resignation or removal hereunder as an Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VIII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was an Agent was acting as an Agentunder this Agreement. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Great Wolf Senior Secured Revolving Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.Facility

Successor Agents. Each Effective as of the Bridge Repayment Date, NationsBridge shall resign as to all of the Facilities as Administrative Agent and Collateral NationsCredit shall be appointed and hereby accepts appointment as successor Administrative Agent as to all the Facilities. In addition, each Agent may resign as to any or all of the Facilities at any time give by giving written notice of its resignation thereof to the Lenders, the Issuing Banks Lender Parties and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, Borrower and may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request to all of the Borrower upon ten (10) days’ notice to Facilities at any time with or without cause by the Required Lenders. Upon receipt of any such notice of resignation or removal, as removal pursuant to the case may beimmediately foregoing sentence, the Majority Required Lenders shall have the right, subject to to, so long as no Default has occurred and is continuing, the consent of the Borrower (Borrower, which shall not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, successor Agent as to such of the Facilities as to which shall be a bank with an office in New Yorksuch Agent has resigned or been removed. If, in the case of a resignation of a retiring Agent, If no such successor Administrative Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $500,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent as to all of the Administrative Agent or Collateral Agent, as the case may be, hereunder, 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 Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor 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 Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring 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 Documents (if not already notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and 88 payments by the Borrower in respect of such Facilities, and the retiring Agent shall be discharged therefrom from its duties and obligations under this Agreement as provided above in this Section 12.9)to such Facilities, other than as aforesaid. After the any retiring Agent’s 's resignation or removal hereunder and under as Agent as to all of the other Credit DocumentsFacilities, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Agent as to any of them while the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to Facilities under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, and any Agent (other than ▇▇▇▇▇ Fargo in its capacity as an Agent) may be removed at any time with or without cause by the Required Lenders (without giving effect to the first proviso of the definition of “Required Lenders” requiring the inclusion of at least two (2) non-Affiliate Lenders); provided, however, that any removal of the Administrative Agent and will not be effective until it has also been replaced as Collateral Agent may at any time give notice and released from all of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lendersobligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject right to appoint a successor Agent with the consent of the Borrower (not to be unreasonably withheld or delayed) so long as ). If no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and Lenders, with the Issuing Banksconsent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent; provided that, if, such retiring Administrative Agent meeting is unable to find an institution which is willing to accept such appointment and which meets the qualifications set forth above (provided that if above, subject to this Section 7.06, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall assume and perform all of the duties of the Administrative Agent 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 (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all paymentstime, communications and determinations provided to be made byif any, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Required Lenders appoint a successor Agent as provided for above in this Section 12.9)above. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may will not be removed effective until it has been replaced as Administrative Agent and it (or Collateral Agent, its Affiliate) has been replaced as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lendersan Issuing Bank and released from all obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as the Administrative an Agent or Collateral hereunder by a successor Agent, as and, in the case may beof a successor Administrative Agent, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages and Assignments of Leases, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 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 other Credit DocumentsLoan 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 Agent’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VIII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement. In addition to the foregoing, if a Lender becomes, and during any of them while period such Lender remains, a Defaulting Lender, any Issuing Bank or Swing Line Bank may resign at any time by giving 30 days’ prior notice to the retiring Agent was acting as an Administrative Agent, the Lenders and the Borrower. Any After the resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as an Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rightsBank hereunder, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from remain a party hereto and shall continue to have all of its duties the rights and obligations hereunder of an Issuing Bank under this Agreement and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank Loan Documents with respect to such Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, renew or increase any existing Letter of Credit. After the resignation of a Swing Line Bank hereunder, the retiring Swing Line Bank shall remain a party hereto and shall continue to have all the rights and obligations of a Swing Line Bank under this Agreement and the other Loan Documents with respect to Swing Line Advances issued by it prior to such resignation, but shall not be required to issue additional Swing Line Advances or to extend, renew or increase any existing Swing Line Advances.

Successor Agents. Each of the (a) The Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks Lenders and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the LendersHoldings. Upon receipt of any such notice of resignation or removal, as the case may beresignation, the Majority Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. Ifthe United States, or an Affiliate of any such bank with an office in the case of a resignation of a retiring Agent, United States. If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent meeting the qualifications set forth above (provided that if including receipt of the Borrower’s consent) (the “Resignation Effective Date”). (b) If the Person serving as the Administrative Agent shall notify is a Defaulting Lender pursuant to clause (v) of the definition of “Lender Default,” the Required Lenders may to the extent permitted by applicable law, subject to the consent of the Borrower (not to be unreasonably withheld or delayed), by notice in writing to the Borrower and such Person remove such Person as the Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders that no qualifying Person has and shall have accepted such appointmentappointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such resignation removal shall nonetheless become effective in accordance with such notice and on the Removal Effective Date. (ac) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring Agent or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through the retiring or removed Administrative Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Required Lenders appoint a successor Agent as provided for above in this Section 12.9)paragraph. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such 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 Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). The fees payable by Holdings or the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings or Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Credit Documents, the provisions of this Section 12 (including Section 12.7) and Section 13.5 shall continue in effect for the benefit of such retiring or removed Agent, its Subagents sub-agents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Successor Agents. Each Any Agent may resign at any time by giving written notice thereof to the Lender Parties and the Borrower; provided, however, that any removal of the Administrative Agent and will not be effective until it has also been replaced as Collateral Agent may at any time give notice including as Trustee under the Master Vessel Trust Agreement and Letter of Credit Issuing Bank and released from all of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lendersobligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Ship Mortgages and the Master Vessel Trust Agreement, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VIII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was under this Agreement. The institution acting as an Agent. Any resignation of any Person Collateral Agent shall always also act as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and Trustee under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditMaster Vessel Trust Agreement.

Successor Agents. Each of the Administrative Agent and Collateral Agent may at any time give notice of its resignation Subject to the Lendersappointment and acceptance of a successor Administrative Agent, the Issuing Banks Documentation Agent, Environmental and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting LenderSocial Agent, then such Administrative Agent or Technical Agent, Onshore Collateral Agent, may be removed as Administrative Agent or Offshore Collateral Agent, as applicable, as provided below, the case may berelevant Agent may, at with the reasonable request prior written consent of the Borrower upon ten (10) days’ which consent shall not be required for so long as a Default has occurred and is continuing), resign at any time by giving 30 days written notice thereof to the Borrower and the Lenders. Upon receipt any such resignation, the Majority Lenders, with the prior written consent of the Borrower (which consent shall not be required (x) if the successor Agent is an Affiliate or Subsidiary of such Agent on the date hereof or (y) for so long as a Default has occurred and is continuing), shall have the right to appoint a successor Agent who shall be one of the Lenders unless none of the Lenders wishes to accept such appointment. If no successor Agent shall have been so appointed and shall have accepted such appointment by the time of such resignation, then the retiring Agent may, on behalf of the Finance Parties and with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), appoint a successor Agent which shall be a bank which has combined capital and reserves in excess of $250,000,000. Subject to the appointment and acceptance of a successor Administrative Agent, Documentation Agent, Environmental and Social Agent, Technical Agent, or Onshore Collateral Agent, or Offshore Collateral Agent, as applicable, as provided below, the relevant Agent shall, upon notice from the Majority Lenders and with the prior written consent of the Borrower (which consent shall not be required for so long as a Default has occurred and is continuing), resign at the time specified in the aforementioned notice. Upon any such resignation, the Majority Lenders, with the prior written consent of the Borrower (which consent shall not be required (x) if the successor Agent is an Affiliate or Subsidiary of such Agent on the date hereof or (y) for so long as a Default has occurred and is continuing), shall have the right to appoint a successor Agent who shall be one of the Lenders unless none of the Lenders wishes to accept such appointment. Upon the acceptance of any appointment as Agent hereunder by a successor Agent such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Agent (in its capacity as Agent but not otherwise in its capacity as a Finance Party) and the retiring Agent shall be discharged from its duties and obligations hereunder and under any of the other Credit Documents (in its capacity as Agent but not otherwise in its capacity as a Finance Party). After the resignation hereunder of any retiring Agent provisions of this ARTICLE 13 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. If no successor Agent shall be appointed and approved within 30 days from the date of the giving of the aforesaid notice of resignation or removal, the applicable Agent or the Majority Lenders may apply to any court of competent jurisdiction, at the expense of the Borrower, to appoint a successor to the applicable Agent to act until such time, if any, as a successor Agent shall have been appointed as above provided. Any successor Agent so appointed by such court shall immediately and without further act be superseded by any successor Agent appointed by the case may beMajority L▇▇▇▇▇▇ as above provided. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clauses (d) through (g) of the definition thereof, the Majority Lenders shall have the rightmay, subject to the consent of extent permitted by Applicable Law, by notice in writing to the Borrower (not to be unreasonably withheld or delayed) so long and such Person remove such Person as no Event of Default under Section 11.1 or 11.5 is continuingAdministrative Agent and, to in consultation with the Borrower, appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty 30 days (30or such earlier day as shall be agreed by the Majority Lenders) days after (the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment"Removal Effective Date"), then such resignation removal shall nonetheless become effective in accordance with such notice and (a) on the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9). Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such 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 Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Section 12 (including Section 12.7) and Section 13.5 shall continue in effect for the benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditRemoval Effective Date.

Successor Agents. Each (a) Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or will not be effective until it has also been replaced as Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request Swing Line Bank and Issuing Bank and released from all of the Borrower upon ten (10) days’ notice to the Lendersits obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the rightright to appoint a successor Agent as to such of the Facilities as to which such Agent has resigned or been removed, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower (Borrower, such consent not to be unreasonably withheld or delayed) so long as . If no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting Agent, which shall be a commercial bank organized under the qualifications set forth above (laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000, which appointment shall, provided that if no Default has occurred and is continuing, be subject to 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 (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf consent of the Lenders or Issuing Banks under and Credit DocumentsBorrower, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided consent not to be made by, to unreasonably withheld or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)delayed. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent as to all of the Administrative Agent or Facilities and, in the case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, 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 Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring 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 Documents (if not already notwithstanding any resignation as 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 therefrom from its duties and obligations under this Agreement as provided above in this Section 12.9)to such Facilities, other than as aforesaid. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditFacilities under this Agreement.

Successor Agents. Each Any Agent may resign (and in the case of the Administrative Agent and Collateral Agent may Agent, as to any or all of the Facilities) at any time give by giving written notice of its resignation thereof to the Lenders, the Issuing Banks Lender Parties and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, Borrower and may be removed (in the case of the Administrative Agent, as to any or all of the Facilities) at any time with or without cause by, in the case of the Administrative Agent, the Required Working Capital Lenders (in respect of the Working Capital Facility) or the Required Term Lenders (in respect of the Term Facility) and with respect to any other Agent, the Required Lenders (the Agent so resigning or Collateral being removed being the "Retiring Agent"). Upon any such resignation or removal, (i) if the Retiring Agent is the Administrative Agent, the Required Working Capital Lenders (in respect of the Working Capital Facility) or the Required Term Lenders (in respect of the Term Facility) shall have the right to appoint a successor to such Retiring Agent, or (ii) as to any other Agent, the Required Lenders shall have the right to appoint a successor to such Retiring Agent, in each case as to such of the Facilities as to which such Retiring Agent has resigned or been removed (the Lenders described in clause (i) or (ii), as the case may be, at being the reasonable request "Appointing Lenders"). If no successor to such Retiring Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the Retiring Agent's giving of the Borrower upon ten (10) days’ notice to the Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Lenders shall have the right, subject to the consent removal of the Borrower (not to be unreasonably withheld or delayed) so long as no Event Retiring Agent, then such Retiring Agent may, on behalf of Default under Section 11.1 or 11.5 is continuingthe relevant Lender Parties, to appoint a successorsuccessor to such Retiring Agent, which shall be a commercial bank with an office in New York. If, in organized under the case of a resignation of a retiring Agent, no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf laws of the Lenders and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above (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 (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as an Agent hereunder by a successor (such successor, in the Administrative Agent or Collateral capacity held by the Retiring Agent, being the "Successor Agent") as to all of the case may be, hereunder, relevant Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Collateral Documents, and such other instruments or notices, as may be necessary or desirable, or as the Majority Appointing Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Retiring Agent, and the retiring Retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a Successor 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 Collateral Documents, and such other instruments or notices, as may be necessary or desirable, or as the Appointing Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such Successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the Retiring Agent as to such Facilities, other than with respect 87 NYDOCS03/100354 ▇▇▇▇▇▇▇▇'▇ International Credit Agreement 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 Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. The Lenders agree to use commercially reasonable efforts and act in good faith to appoint a Successor Agent. If within 45 days after written notice is given of the Retiring Agent's resignation or removal under this Section 7.06 no successor to such Retiring 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 Appointing Lenders shall thereafter perform all duties of the Retiring Agent under the Loan Documents with respect to the relevant Facility until such time, if not already discharged therefrom any, as the Appointing Lenders appoint a successor to such Retiring Agent as provided above in this Section 12.9)above. After any Retiring Agent's resignation or removal hereunder as Agent as to all of the retiring Agent’s resignation hereunder and under the other Credit DocumentsFacilities, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by it while it was Agent as to any of them while the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to Facilities under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each of the Administrative Agent and Collateral Appointed Agent may resign as an Appointed Agent upon at any time give least 30 days’ prior notice of its resignation to the Lenders, the Issuing Banks Lenders and the Borrower. If In the Administrative event any Appointed Agent sells all of its Loans and/or Collateral Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, then such Administrative Appointed Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice and the Required Lenders. Subject to the Lenders. Upon receipt of any such notice of resignation foregoing, if an Appointed Agent resigns or removal, as the case may beis removed under this Agreement, the Majority Required Lenders shall have (with the right, subject to the prior consent of the Borrower (Borrower, such consent not to be unreasonably withheld or delayed) so long as no and such consent not to be required if an Event of Default under any of Section 11.1 10.1(a), (e), (f) or 11.5 (g) has occurred and is continuing, to ) shall appoint from among the Lenders a successorsuccessor agent, which successor agent shall be a bank with an office Lender or a commercial bank, commercial finance company or other similar lender having total assets in New Yorkexcess of $5,000,000,000. If, in If no successor agent is appointed prior to the case effective date of a the resignation of a retiring any Appointed Agent, no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Appointed Agent may on behalf appoint (but without the need for the consent of the Lenders and the Issuing Banks, appoint Borrower) a successor Agent meeting agent from among the qualifications set forth above (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 (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)Lenders. Upon the acceptance of a successor’s its appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such 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 Security Documentssuccessor agent ▇▇▇▇▇▇▇▇▇, such successor agent shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring (or retired) Appointed Agent and the term “Appointed Agent, ” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)terminated. After the any retiring Appointed Agent’s resignation hereunder and under the other Credit Documentsas an Appointed Agent, the provisions of this Section 12 (including Section 12.7) Article XIII and Section 13.5 14.10 shall continue in effect for the to inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was an Appointed Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each of the Administrative Agent and Collateral Any Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders, the Issuing Banks Lender Parties and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, Borrower and may be removed as Administrative Agent at any time with or Collateral Agent, as without cause by the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Required Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit Loan Documents (except in the case of any collateral security held by any Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agentunder this Agreement. Any resignation of any Person as Administrative Agent pursuant Back to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.Contents

Successor Agents. Each Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and will not be effective until it has also been replaced as Collateral Agent may at any time give notice and Issuing Bank and released from all of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lendersobligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, successor Agent as to such of the Facilities as to which shall be a bank with an office in New Yorksuch Agent has resigned or been removed. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a Lender or a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent as to all of the Administrative Agent or Facilities and, in the case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring 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 Documents (if not already notwithstanding any resignation as 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 therefrom from its duties and obligations under this Agreement as provided above in this Section 12.9)to such Facilities, other than as aforesaid. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditFacilities under this Agreement.

Successor Agents. Each of the Administrative Agent and Collateral Appointed Agent may resign as an Appointed Agent upon at any time give least 30 days’ prior notice of its resignation to the Lenders, the Issuing Banks Lenders and the Borrower. If In the Administrative event any Appointed Agent sells all of its Loans and/or Collateral Commitments as part of a sale, transfer or other disposition by such Appointed Agent of substantially all of its loan portfolio, such Appointed Agent shall resign as an Appointed Agent and such purchaser or transferee shall become the successor Appointed Agent hereunder. In the event that an Appointed Agent becomes a Defaulting Lender, then such Administrative Appointed Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice and the Required Lenders. Subject to the Lenders. Upon receipt of any such notice of resignation foregoing, if an Appointed Agent resigns or removal, as the case may beis removed under this Agreement, the Majority Required Lenders shall have (with the right, subject to the prior consent of the Borrower (Borrower, such consent not to be unreasonably withheld or delayed) so long as no and such consent not to be required if an Event of Default under any of Section 11.1 10.1(a), (e), (f) or 11.5 (g) has occurred and is continuing, to ) shall appoint from among the Lenders a successorsuccessor agent, which successor agent shall be a bank with an office Lender or a commercial bank, commercial finance company or other asset based lender having total assets in New Yorkexcess of $5,000,000,000. If, in If no successor agent is appointed prior to the case effective date of a the resignation of a retiring any Appointed Agent, no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Appointed Agent may on behalf appoint (but without the need for the consent of the Lenders and the Issuing Banks, appoint Borrower) a successor Agent meeting agent from among the qualifications set forth above (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 (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)Lenders. Upon the acceptance of a successor’s its appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such 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 Security Documentssuccessor agent h▇▇▇▇▇▇▇▇, such successor agent shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring (or retired) Appointed Agent and the term “Appointed Agent, ” shall mean such successor agent and the retiring Appointed Agent’s appointment, powers and duties as an Appointed Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)terminated. After the any retiring Appointed Agent’s resignation hereunder and under the other Credit Documentsas an Appointed Agent, the provisions of this Section 12 (including Section 12.7) Article XIII and Section 13.5 14.10 shall continue in effect for the to inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was an Appointed Agent was acting as an Agentunder this Agreement. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.363

Successor Agents. Each of the Administrative Agent and Collateral Any Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders, the Issuing Banks Lender Parties and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, Borrower and may be removed as Administrative Agent at any time with or Collateral Agent, as without cause by the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Required Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to with the consent of the Borrower (such consent not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing), to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s 's resignation hereunder or removal under this Section 7.06 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 other Credit DocumentsLoan 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 Agent's resignation or removal hereunder as Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each of the Administrative Agent and Collateral Any Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders, the Issuing Banks Lender Parties and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, Borrowers and may be removed as Administrative Agent at any time with or Collateral Agent, as without cause by the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Required Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the rightright to appoint a successor Agent, subject subject, so long as no Default has occurred and continuing, to the consent of the Borrower (Borrowers, such consent not to be unreasonably withheld or delayed) so long as withheld. If no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting Agent, subject, so long as no Default has occurred and continuing, to the qualifications set forth above (provided that if consent of the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted Borrowers, such appointmentconsent not to be unreasonably withheld, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to any mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s 's resignation hereunder or removal under this Section 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 other Credit DocumentsLoan 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 Agent's resignation or removal hereunder as Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each Any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, and any Agent (other than ReStore in its capacity as an Agent) may be removed at any time with or without cause by the Required Lenders (without giving effect to the first proviso of the definition of “Required Lenders” requiring the inclusion of at least two (2) non-Affiliate Lenders); provided, however, that any removal of the Administrative Agent and will not be effective until it has also been replaced as Collateral Agent may at any time give notice and released from all of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lendersobligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject right to appoint a successor Agent with the consent of the Borrower (not to be unreasonably withheld or delayed) so long as ). If no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Lenders Required ▇▇▇▇▇▇▇, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required ▇▇▇▇▇▇▇’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and Lenders, with the Issuing Banksconsent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent; provided that, if, such retiring Administrative Agent meeting is unable to find an institution which is willing to accept such appointment and which meets the qualifications set forth above (provided that if above, subject to this Section 7.06, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Required ▇▇▇▇▇▇▇ shall assume and perform all of the duties of 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 (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all paymentstime, communications and determinations provided to be made byif any, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Required Lenders appoint a successor Agent as provided for above in this Section 12.9)above. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or Collateral case of a successor ▇▇▇▇▇▇▇▇▇▇ Agent, as the case may be, hereunder, 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 Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each of the Administrative Agent and Collateral Any Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders, the Issuing Banks Lenders and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, Borrower and may be removed as Administrative Agent at any time with or Collateral Agent, as without cause by the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Required Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the rightright to appoint a successor Agent, subject subject, so long as no Default has occurred and is continuing, to the consent of the Borrower (Borrower, such consent not to be unreasonably withheld or delayed) so long as withheld. If no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent meeting Agent, subject, so long as no Default has occurred and is continuing, to the qualifications set forth above (provided that if consent of the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted Borrower, such appointmentconsent not to be unreasonably withheld, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to any mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s 's resignation hereunder or removal under this Section 7.06 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 other Credit DocumentsLoan 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 Agent's resignation or removal hereunder as Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or will not be effective until it has also been replaced as Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request Swing Line Bank and Letter of the Borrower upon ten (10) days’ notice to the LendersCredit Issuing Bank and released from all of its obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to right with the consent approval of the Borrower (such approval not to be unreasonably withheld or delayedwithheld) so long as no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, successor Agent as to such of the Facilities as to which shall be a bank with an office in New Yorksuch Agent has resigned or been removed. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and Lender Parties, with the Issuing Banks, approval of the Borrower (such approval not to be unreasonably withheld) appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent as to all of the Administrative Agent or Facilities and, in the case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, 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 Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring 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 Documents (if not already notwithstanding any resignation as 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 therefrom from its duties and obligations under this Agreement as provided above in this Section 12.9)to such Facilities, other than as aforesaid. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditFacilities under this Agreement.

Successor Agents. Each of the Administrative Agent and Collateral Any Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders, the Issuing Banks Lender Parties and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, Borrowers and may be removed as Administrative Agent at any time with or Collateral Agent, as without cause by the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Required Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages and the Ship Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s 's resignation hereunder or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent's resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each Any Agent may resign at any time by giving written notice thereof to the Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and will not be effective until it or its Affiliate has also been replaced as Collateral Agent may at any time give notice and discharged from all of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lendersobligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the rightright to appoint a successor Agent; provided, however, if the successor Agent is not a Qualifying Icahn Entity, such appointment shall be subject to the prior written consent of the Borrower (not to be unreasonably withheld or delayed) Borrower, so long as no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office then in New York. If, in the case of a resignation of a retiring Agent, existence If no such successor Agent shall have been so appointed by the Majority Required Lenders (or, if the successor Agent is not a Qualifying Icahn Entity and no Event of Default is then in existence, consented to by the Borrower), and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may reasonably request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each of the Administrative Agent and the Collateral Agent may at resign as Administrative Agent (as to one or more Classes) or Collateral Agent, as applicable, upon 30 days’ notice to the Lenders and the Borrowers; provided that any time give such resignation by JPMCB shall also constitute its resignation as L/C Issuer and Swingline Lender. Upon any such resignation by the Administrative Agent, the Required Lenders of the applicable Class or Classes shall have the right, in consultation with the Borrowers, to appoint a successor Administrative Agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. Upon any such resignation by the Collateral Agent, the Required Lenders shall have the right, in consultation with the Borrowers to appoint a successor Collateral Agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no successor Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lenderresignation, then such the retiring Agent may, on behalf of the Lenders of the applicable Class or Classes, appoint a successor Administrative Agent or Collateral Agent, as the case may be, selected from among the Lenders, and meeting the qualifications set forth above. In any case, such appointment shall be subject to the prior written approval of the Borrowers (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent or Collateral Agent by a successor Agent, such successor Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Administrative Agent or Collateral Agent, the retiring Agent shall take such action as may be removed reasonably necessary to assign to the successor Agent its rights as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above (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 (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by Loan Documents. After such Agent on behalf of the Lenders or Issuing Banks under and Credit Documentsresignation, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9). Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such 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 Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Section 12 (including Section 12.7) and Section 13.5 shall continue in effect for have the benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of this Article VIII as to any actions taken or omitted to be taken by any of them it while it was an Agent under this Agreement and the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bankother Loan Documents. Upon the acceptance of a successor’s its appointment as Administrative successor Agent hereunder (a) hereunder, the Person acting as such successor Agent shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring Issuing BankAgent (and, (bif applicable, L/C Issuer and Swingline Lender) and the respective terms “Administrative Agent,” “L/C Issuer,” “Swingline Lender,” and “Collateral Agent” shall mean such successor Administrative Agent, L/C Issuer, Swingline Lender or Collateral Agent, and the retiring Issuing Bank Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from all terminated, the retiring L/C Issuer’s and Swingline Lender’s rights, powers and duties as such shall be terminated and the retiring Collateral Agent’s rights, powers and duties as such shall be terminated shall be terminated, without any other or further act or deed on the part of its duties and obligations hereunder and under such retiring Administrative Agent, L/C Issuer, Swingline Lender, Collateral Agent or any other Lender, other than the other Credit Documents, and (c) obligation of the successor Issuing Bank shall L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring Issuing Bank L/C Issuer to effectively assume the obligations of the retiring Issuing Bank L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as Administrative Agent or Collateral Agent, as applicable, the provisions of this Article VIII and Sections 9.05 and 9.24 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. If no successor Collateral Agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agents. Each Any Agent may resign at any time by giving written notice thereof to the Lenders and the Administrative Borrower and may be removed at any time with or without cause by the Required Lenders upon 3 Business Days notice; provided, however, that any removal of the Administrative Agent and will not be effective until it has also been replaced as Collateral Agent may at any time give notice and released from all of its resignation to obligations in respect thereof; provided, further, that the Lenders, the Issuing Banks and the Borrower. If the successor Administrative Agent and/or Collateral Agent becomes a Defaulting Lendershall not be required, then such Administrative Agent or but shall be permitted, to act as replacement Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a Lender or a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each (a) Any Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and will not be effective until it has been replaced as Collateral Agent may at any time give notice of and it (or its resignation to the Lenders, the Affiliate) has been replaced as an Issuing Banks Bank and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lendersreleased from all obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as an Agent hereunder by a successor Agent, and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 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 other Credit DocumentsLoan 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 Agent’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VIII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was an Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, Agreement. (b) In addition to the retiring foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, each Issuing Bank shall be discharged from all of its duties and/or each Swing Line Bank may, upon prior written notice to the Borrower and obligations hereunder and under the other Credit DocumentsAdministrative Agent, and (c) the successor resign as Issuing Bank shall issue letters of credit in substitution for the Letters of Creditor Swing Line Bank, if anyrespectively, outstanding effective at the close of business New York time on a date specified in such notice (which date may not be less than thirty (30) days after the date of such succession or make other arrangements satisfactory to the retiring notice), provided that such resignation by a Issuing Bank to effectively assume will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the retiring Issuing Bank Borrower or any Lender under this Agreement with respect to any such Letters outstanding Letter of CreditCredit or otherwise to the Issuing Bank; and provided, further, that such resignation by a Swing Line Bank will have no effect on its rights in respect of any outstanding Swing Line Advances or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Swing Line Advance.

Successor Agents. Each of the Administrative Agent and Collateral Any Agent may resign at any time give by giving thirty (30) days’ prior written notice of its resignation thereof to the Lenders, the Issuing Banks Lenders and the Borrower. If Operating Partnership (on behalf of the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, Borrowers) and may be removed as Administrative Agent at any time with or Collateral Agent, as without cause by the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Required Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as the Administrative Agent or Collateral hereunder by a successor Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages and Assignments of Leases, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents Loan Documents. If within forty-five (if not already discharged therefrom as provided above in this Section 12.9). After 45) days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such forty-fifth (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 other Credit DocumentsLoan 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 Agent’s resignation or removal hereunder as the Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VIII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each of the Administrative Agent and the Collateral Agent may at resign as Administrative Agent (as to one or more Classes) or Collateral Agent, as applicable, upon 30 days’ notice to the Lenders and the Borrowers; provided that any time give such resignation by JPMCB shall also constitute its resignation as L/C Issuer and Swingline Lender. Upon any such resignation by the Administrative Agent, the Required Lenders of the applicable Class or Classes shall have the right, in consultation with the Borrowers, to appoint a successor Administrative Agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. Upon any such resignation by the Collateral Agent, the Required Lenders shall have the right, in consultation with the Borrowers to appoint a successor Collateral Agent, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no successor Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lenderresignation, then such the retiring Agent may, on behalf of the Lenders of the applicable Class or Classes, appoint a successor Administrative Agent or Collateral Agent, as the case may be, selected from among the Lenders, and meeting the qualifications set forth above. In any case, such appointment shall be subject to the prior written approval of the Borrowers (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent or Collateral Agent by a successor Agent, such successor Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Administrative Agent or Collateral Agent, the retiring Agent shall take such action as may be removed reasonably necessary to assign to the successor Agent its rights as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above (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 (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by Loan Documents. After such Agent on behalf of the Lenders or Issuing Banks under and Credit Documentsresignation, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9). Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such 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 Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Section 12 (including Section 12.7) and Section 13.5 shall continue in effect for have the benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of this Article VIII as to any actions taken or omitted to be taken by any of them it while it was an Agent under this Agreement and the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bankother Loan Documents. Upon the acceptance of a successor’s its appointment as Administrative successor Agent hereunder (a) hereunder, the Person acting as such successor Agent shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the retiring Issuing Bank, Agent (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Creditand, if anyapplicable, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.L/C Issuer

Successor Agents. Each of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Swingline Lender, the Issuing Banks and the Borrower. If the Administrative Agent Agent, Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent Agent, Swingline Lender or Collateral Agent, may be removed as the Administrative Agent Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to and the Required Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in the United States. If, in the case of a resignation of a retiring Agent, no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders Lenders, the Swingline Lender and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above (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 (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)above. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such 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 Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Section 12 (including Section 12.7) and Section 13.5 shall continue in effect for the benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit12.

Successor Agents. Each Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and Collateral Agent may at any time give notice of will not be effective until it or its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Affiliate has also been replaced as Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request Swing Line Lender and Issuing AMERICAS/2023810287.92024683232.11 186 Credit Agreement FH11508591.2 BankL/C Issuer and discharged from all of the Borrower upon ten (10) days’ notice to the Lendersits obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to right (with the consent of the Borrower (not to be unreasonably withheld or delayed) Borrower, so long as no Event of Default under Section 11.1 has occurred or 11.5 is continuing, ) to appoint a successor, successor Agent as to such of the Facilities as to which shall be a bank with an office in New Yorksuch Agent has resigned or been removed. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Required Lenders (or, so long as no Event of Default has occurred or is continuing, consented to by the Borrower), and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required ▇▇▇▇▇▇▇’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent as to all of the Administrative Agent or Facilities and, in the case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may reasonably request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, 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 reasonably 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 Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring 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 (or retirednotwithstanding any resignation as Agent with respect to the Letter of Credit Facility) Agentand payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the this Agreement as to such Facilities, other Credit Documents (if not already discharged therefrom than as provided above in this Section 12.9)aforesaid. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 9.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article 9 shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditFacilities under this Agreement.

Successor Agents. Each of the Administrative Agent and Collateral (a) Any Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders, the Issuing Banks Lenders and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, PMI and may be removed as Administrative Agent at any time with or Collateral Agent, as without cause by the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Required Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required ▇▇▇▇▇▇▇, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required ▇▇▇▇▇▇▇’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor 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 Agent meeting the qualifications set forth above (provided that if the Administrative hereunder by a successor Agent, such successor Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, discretion, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Agent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9). Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such 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 Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Agreement. After the any retiring Agent’s resignation or removal hereunder and under the other Credit Documentsas Agent, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article 7 shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was an Agent under this Agreement. (b) Any Agent shall resign in accordance with clause (a) above (and, to the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative extent applicable, shall use reasonable endeavors to appoint a successor Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder clause (a) above) if either: (i) such successor shall succeed Agent fails to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, respond to a request under Section 2.19(h) or a Lender reasonably believes that such Agent is not a FATCA Exempt Party; (bii) the retiring Issuing Bank shall information supplied by such Agent pursuant to Section 2.19(h) indicates that such Agent is not a FATCA Exempt Party; or (iii) such Agent notifies PMI and the Lenders that such Agent is not a FATCA Exempt Party; and, in each case, PMI or a Lender reasonably believes that a party will be discharged from all of its duties and obligations hereunder and under the other Credit Documentsrequired to make a FATCA Deduction that would not be required if such Agent were a FATCA Exempt Party, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of CreditPMI or such Lender, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect by notice to such Letters of CreditAgent, requires it to resign.

Successor Agents. Each Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and Collateral Agent may at any time give notice of will not be effective until it or its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Affiliate has also been replaced as Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request Swing Line Lender and Issuing Bank and discharged from all of the Borrower upon ten (10) days’ notice to the Lendersits obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to right (with the consent of the Borrower (not to be unreasonably withheld or delayed) Borrower, so long as no Event of Default under Section 11.1 has occurred or 11.5 is continuing, ) to appoint a successor, successor Agent as to such of the Facilities as to which shall be a bank with an office in New Yorksuch Agent has resigned or been removed. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Required Lenders (or, so long as no Event of Default has occurred or is continuing, consented to by the Borrower), and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required ▇▇▇▇▇▇▇’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLenders, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent as to all of the Administrative Agent or Facilities and, in the case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may reasonably request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, 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 reasonably 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 Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring 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 (or retirednotwithstanding any resignation AMERICAS/2023410772.1 2023410772.9 181 Credit Agreement as Agent with respect to the Letter of Credit Facility) Agentand payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the this Agreement as to such Facilities, other Credit Documents (if not already discharged therefrom than as provided above in this Section 12.9)aforesaid. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 9.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article 9 shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditFacilities under this Agreement.

Successor Agents. Each Subject to the last sentence of this Subsection 9.9, the Administrative Agent and the Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed resign as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ any time by giving written notice thereof to the Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing BanksCompany and may be removed at any time with or without cause by the Lenders, appoint provided that no such resignation or removal shall become effective until a successor Agent meeting the qualifications set forth above (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 (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9). Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereundershall have been appointed and shall have accepted such appointment as provided in this Subsection 9.9. Upon any such resignation or removal, the Lenders shall have the right to appoint a successor Agent or Collateral Agent, as the case may be. If no successor Agent or Collateral Agent shall have been so appointed by the Lenders and shall have accepted such appointment within 30 days after the retiring Agent's or Collateral Agent's giving of notice of resignation or the Lenders' removal of the retiring Agent or Collateral Agent, then, upon five Business Days' notice to the execution Company and filing the Lenders, the retiring Agent or recording Collateral Agent may, on behalf of the Lenders, appoint a successor Agent or Collateral Agent, as the case may be, which shall be a bank which maintains an office in the United States, or a commercial bank organized under the laws of the United States of America or of any State thereof, or any Affiliate of such financing statementsa bank, having a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Agent or amendments thereto, and such other instruments Collateral Agent hereunder by a successor Agent 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 Security DocumentsCollateral Agent, such successor Agent or Collateral Agent, as the case may be, shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (Agent or retired) Collateral Agent, as the case may be, and the retiring Agent or Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Agreement. After the retiring Agent’s 's or Collateral Agent's resignation or removal hereunder and under the other Credit Documentsas such agent, the provisions of this Section 12 (including Section 12.7) and Section 13.5 9 shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by it while it was such agent under this Agreement. Anything in this Subsection 9.9 to the contrary notwithstanding, so long as the Company has not failed to perform its obligations under this Agreement or under any of them while the retiring Related Document, Brow▇ ▇▇▇thers Harr▇▇▇▇ & ▇o. agrees not to resign as Agent was acting or Collateral Agent or to take any action in its capacity as an a Lender to remove itself as Agent or Collateral Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.47 -42-

Successor Agents. Each The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may will not be removed effective until it has been replaced as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lendersand released from all obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, right to appoint a successor, which shall be a bank with an office in New Yorksuccessor Agent. If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by such Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as the Administrative an Agent or Collateral hereunder by a successor Agent, as and, in the case may beof a successor Administrative Agent, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, Assignments of Leases and other Collateral Documents, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 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 other Credit DocumentsLoan 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 Agent’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VIII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was an Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each Any Agent may resign at any time by giving written notice thereof to the Lender Parties and the Borrower, and any Agent (other than ▇▇▇▇▇ Fargo in its capacity as an Agent) may be removed at any time with or without cause by the Required Lenders (without giving effect to the provision set forth in the definition of “Required Lenders” requiring that there be at least two Lenders that are not Affiliates); provided, however, that any removal of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or will not be effective until (x) it has also been replaced as Collateral Agent, may be removed as Administrative Agent Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof and (y) WFB’s Commitment has been terminated, reduced or Collateral Agent, as assigned to other Lenders after the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice ThirdFifth Amendment Effective Date on terms satisfactory to the Lendersit. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right, subject right to appoint a successor Agent with the consent of the Borrower (not to be unreasonably withheld or delayed) so long as ). If no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Lenders Required ▇▇▇▇▇▇▇, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required ▇▇▇▇▇▇▇’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and Lender Parties, with the Issuing Banksconsent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent meeting is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above (provided that if above, subject to this Section 7.06, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall assume and perform all of the duties of the Administrative Agent 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 (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all paymentstime, communications and determinations provided to be made byif any, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Required Lenders appoint a successor Agent as provided for above in this Section 12.9)above. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each (a) Subject to the appointment of the Administrative Agent and Collateral a successor as set forth herein, any Agent may at any time give resign upon 30 days’ notice of its resignation to the Lenders, the Issuing Banks Borrower and the Borrowerother Agent. Upon receipt of any such notice of resignation, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be a bank that has an office in New York, New York with a combined capital and surplus of at least $500,000,000 and shall (unless an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders with such consent of the Borrower and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to do so), on behalf of the Lenders and, unless an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Borrower shall have occurred and be continuing, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed) appoint a successor Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative other than any such Agent shall notify the Borrower and the Lenders that no qualifying Person is a Lender at such time). Whether or not a successor has accepted been appointed, such appointment, then such Agent’s resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. After any retiring Agent’s resignation as Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents Loan Documents. If no successor Agent has been appointed and such appointment is effective by the Resignation Effective Date, any other then existing Agent (except that in the case sole discretion of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold Agent) may become such collateral security until such time as a successor Agent is appointed) and (b) and, if no other then-existing Agent elects to become such successor Agent, all payments, communications and determinations provided required to be made by, to or through the retiring Administrative Agent shall instead be made by or to each Lender (and Issuing Bank directlyother Persons entitle to payments) directly (and each Lender (and each other Person) will cooperate with the Borrower to enable the Borrower to take such actions), until such time as the Majority Required Lenders appoint a successor Administrative Agent as provided for above in this Section 12.9clause (a). Upon ; provided, until a successor Agent has been appointed by Required Lenders and such appointment is effective, the acceptance Borrower may appoint a paying agent to make such payments, communications and/or determinations on behalf of all such Lenders and other Persons. (b) If at any time either the Borrower or the Required Lenders determine that any Person serving as an Agent is a Defaulting Lender, the Borrower by notice to the Lenders and such Person or the Required Lenders by notice to the Borrower and such Person may, subject to the appointment of a successor’s appointment successor as the Administrative Agent or Collateral set forth herein, remove such Person as an Agent. If such Person is removed as an Agent, as the case may beRequired Lenders shall appoint from among the Lenders a successor agent for the Lenders, hereunder, which successor agent shall (unless an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Borrower shall have occurred 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 continuing) be subject to continue the perfection of the Liens granted or purported to be granted approval by the Security DocumentsBorrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to and become vested with all of the rights, powers, privileges powers and duties of the such retiring (or retired) Agent, and the retiring Agent’s rights, powers and duties as Agent shall be discharged from all of its duties and obligations hereunder terminated, without any other or under further act or deed on the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Section 12 (including Section 12.7) and Section 13.5 shall continue in effect for the benefit part of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of any actions taken Agent or omitted to be taken by any of them while the retiring parties to this Agreement or any holders of the Loans. Such removal will, to the fullest extent permitted by applicable law, be effective on the date a replacement Agent was acting as an Agent. is appointed. (c) Any resignation of any Person as by the Administrative Agent pursuant to this Section 12.9 9 shall also constitute its resignation as Collateral Agent and, if applicable, Issuing BankLender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder hereunder, (ai) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Collateral Agent and, if applicable, Issuing BankLender and Swingline Lender, provided that, to the extent such successor Administrative Agent is not capable of becoming an Issuing Lender, such successor shall not so succeed and become vested and another Issuing Lender may be appointed in accordance with clause (c) of the definition of “Issuing Lender”, (bii) the retiring Collateral Agent, Issuing Bank Lender and Swingline Lender shall be discharged from all of its respective duties and obligations hereunder and or under the other Credit Loan Documents, and (ciii) the successor Issuing Bank Lender shall issue letters of credit in substitution for or to backstop the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank Lender to effectively assume the obligations of the retiring Issuing Bank Lender with respect to such Letters of Credit.

Successor Agents. Each of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks Swingline Lender, the Letter of Credit Issuer and the Borrower. If the Administrative Agent Agent, Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent Agent, Swingline Lender or Collateral Agent, may be removed as the Administrative Agent Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to and the Required Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Lenders shall have the right, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 11.1 or 11.1or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New Yorkthe United States, or an Affiliate of any such bank with an office in the United States. If, in the case of a resignation of a retiring Agent, no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders Lenders, the Swingline Lender and the Issuing BanksLetter of Credit Issuer, appoint a successor Agent meeting the qualifications set forth above (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 (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)above. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such 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 Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9Section). The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Section 12 (including Section 12.7) and Section 13.5 shall continue in effect for the benefit of such retiring Agent, its Subagents sub agents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing BankLetter of Credit Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing BankLetter of Credit Issuer, (b) the retiring Issuing Bank Letter of Credit Issuer shall be discharged from all of its their respective duties and obligations hereunder and or under the other Credit Documents, and (c) the successor Issuing Bank Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank Letter of Credit Issuer to effectively assume the obligations of the retiring Issuing Bank Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agents. Each Any Agent may resign at any time by giving 30 days' prior written notice thereof to the Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and will not be effective until it has been replaced as Collateral Agent may at any time give notice of and it (or its resignation to the Lenders, the Affiliate) has been replaced as an Issuing Banks Bank and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, may be removed as Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the Lendersreleased from all obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the rightright to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower (Borrower, such consent not to be unreasonably withheld or delayed) so long as . If no Event of Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in New York. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders and the Issuing BanksLender Parties, appoint a successor Agent meeting Agent, which shall be a commercial bank organized under the qualifications set forth above (laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000 and which appointment shall, provided that if no Default has occurred and is continuing, be subject to 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 (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by such Agent on behalf consent of the Lenders or Issuing Banks under and Credit DocumentsBorrower, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided consent not to be made by, to unreasonably withheld or through the retiring Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)delayed. Upon the acceptance of a successor’s any appointment as an Agent hereunder by a successor Agent, and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s 's resignation hereunder or removal under this Section 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 other Credit DocumentsLoan 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 Agent's resignation or removal hereunder as an Agent shall have become effective, the provisions of this Section 12 (including Section 12.7) and Section 13.5 Article VIII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was an Agent was acting as an Agentunder this Agreement. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.ARTICLE IX