Common use of Successor Agents Clause in Contracts

Successor Agents. 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any The 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 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor AgentAgent as to such of the Facilities as to which the Agent has resigned or been removed, which appointment shallsubject, provided that so long as no Default has shall have occurred and is be continuing, be subject to the consent of the BorrowerCrompton Corp., such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, and, in Agent as to all of the case of a successor Collateral Agent, 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given 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's Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation or removal under this Section 8.06 no successor as Agent shall have been appointed with respect to the Letter of Credit Facility) and shall have accepted payments by the Borrowers in respect of such appointmentFacilities, then on such 45th day (i) the retiring Agent's resignation or removal shall become effective, (ii) and the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until this Agreement as to such timeFacilities, if any, other than as the Required Lenders appoint a successor Agent as provided aboveaforesaid. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effectiveas to all of the Facilities, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent as to any Facilities under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties Lenders and the each 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender PartiesLenders, appoint a successor Agent, which shall be a commercial bank financial institution 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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 this Agreement and 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. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 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 ’s resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. 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 will not be effective until it has also been replaced as Collateral Agent Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties 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 will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, successor Agent shall be subject to the consent of approved by the Borrower, such consent approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender PartiesLenders, appoint a successor Agent, which shall be approved by the Borrower, such approval not be unreasonably withheld or delayed, and 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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 DocumentsPledge Agreement, 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. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any The Agent may resign may, at any time by giving time, resign upon 30 days’ written notice thereof to the Lender Parties and Lenders. If 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not resigns under a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removalLoan Document, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agent, which appointment shallsuccessor Agent, provided that no 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 has occurred and is continuing, be subject to the (which consent of the Borrower, such consent Borrower shall not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after appointment prior to the retiring Agent's giving of notice of resignation or the Required Lenders' removal effective date of the retiring resignation of the resigning Agent, then the retiring resigning Agent mayshall have the right, on behalf of after consulting with the Lender PartiesLenders and the Borrower, to appoint a successor Agent, which shall be ; provided such successor Agent is a Lender hereunder or a commercial bank organized under the laws of the United States or of any State thereof and having has a combined capital and surplus of at least $250,000,000, which appointment shall, provided that 500,000,000. If no Default has occurred and successor Agent is continuing, be subject appointed prior to the consent effective date of the resignation of the resigning Agent, the resigning Agent may appoint, after consulting with the Lenders and the Borrower, such consent not to be unreasonably withheld or delayeda successor Agent from among the Lenders. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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 Documentssuccessor, such successor Agent shall thereupon 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. If within 45 days after written notice is given of the retiring as an Agent's resignation or removal , as appropriate, under this Section 8.06 no successor Agent shall have been appointed Agreement 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII Section 11.09 shall inure to its benefit as to any actions taken or omitted to be taken by 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’s giving notice of resignation, the retiring Agent’s resignation shall nevertheless become effective and the Lenders shall perform all duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent as provided for above.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties Lenders and the Borrower and may be removed any Agent (or any Affiliate thereof party to this Agreement) that becomes a Defaulting Lender shall promptly resign at any time with or without cause by the request of the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein Lenders upon notice to the contrary notwithstandingAgents, the Administrative Agent shall resign if at any time Borrower and the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Lenders. Upon any such resignation or removal, the Required Lenders shall have the right (subject to appoint a successor Agent, which appointment shall, provided that the Borrower’s approval at any time when no Event of Default has occurred and is continuing, be subject ) to the consent of the Borrower, such consent not to be unreasonably withheld or delayedappoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring or replaced Agent maymay (subject to the Borrower’s approval at any time when no Event of Default has occurred and is continuing), on behalf of the Lender PartiesLenders, appoint a successor Agent, which shall be a commercial bank or financial institution 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If Notwithstanding the foregoing, if (x) the Administrative Agent resigns due to its determination, in its sole discretion, that being the Administrative Agent poses a conflict of interest for it, then immediately after written notice is given of the retiring Agent’s resignation under this Section 7.06 or (y) otherwise, within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day without any consent by or any further notice to any Person (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Borrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right (subject to appoint a successor Agent, which appointment shall, provided that the Borrower’s approval at any time when no Event of Default has occurred and is continuing, be subject ) to the consent of the Borrower, such consent not to be unreasonably withheld or delayedappoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent maymay (subject to the Borrower’s approval at any time when no Event of Default has occurred and is continuing), on behalf of the Lender Parties, appoint a successor Agent, which shall be a commercial bank or financial institution 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If (x) the Administrative Agent resigns due to its determination, in its sole discretion, that being the Administrative Agent poses a conflict of interest for it, then immediately after written notice is given of the retiring Agent’s resignation under this Section 7.06 or (y) otherwise, within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day day: without any consent by or any further notice to any Person (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. 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 will not be effective until it has been replaced as Collateral Agent and it (or its Affiliate) has been replaced as an Issuing Bank and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, 250,000,000 and which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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 MortgagesMortgages and Assignments of Leases, 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's ’s resignation 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 ’s resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. 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 will not be effective until it has also been replaced as Collateral Agent Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Borrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor AgentAgent (which, which appointment shall, provided that no unless an Event of Default has occurred and is continuingcontinuing at the time of such appointment, shall be subject reasonably acceptable to the consent of the Borrower, such consent not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lender PartiesLenders, appoint a successor Agent, which, unless an Event of Default shall have occurred and is continuing, shall be reasonably acceptable to the Borrower and which shall be a commercial bank organized under financial institution with an office in the laws United States, or an Affiliate of any such financial institution with an office in 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 no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan DocumentsDocuments (if not already discharged therefrom as provided below in this Section). If within 45 30 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 9.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th 30th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any The Agent may resign at any time by giving written notice thereof to the Lender Parties Lenders and the Borrower and may be removed Borrower, which resignation will become effective at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has been replaced such times as Collateral Agent and released from all obligations more specifically set forth in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Section 7.6. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Agentagent, provided, however, that any such appointment of a successor agent must have been consented to in writing by Borrower, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent shall not to be unreasonably withheld or delayed, unless an Event of Default shall have occurred and be continuing, in which case no consent of Borrower shall be required. If no successor Agent agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lender PartiesLenders, appoint a successor Agentagent (from among the Lenders), which shall be a commercial bank or finance company 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, which appointment shall, provided that no Default has occurred and 250,000,000 (any successor agent appointed under this Section 7.6 is continuing, be subject referred to the consent of the Borrower, such consent not to be unreasonably withheld or delayedherein as a "Successor Agent"). Upon the acceptance of any appointment as an the Agent hereunder by a successor Successor Agent, 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 Successor Agent shall succeed to and become vested with all the such rights, powers, discretion, privileges and duties of the retiring AgentAgent in its capacity as agent, and the retiring Agent shall be discharged from its such duties and obligations as the Agent under the Loan Documents. If within 45 days after written notice is given of the retiring the Agent's resignation or removal under this Section 8.06 7.6 no successor Successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day day (ia) the retiring Agent's resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its such agency duties and obligations under the Loan Documents and as identified in its notice of resignation and (iiic) 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 Successor Agent as provided above. After any retiring the Agent's resignation or removal hereunder as an Agent agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent acting in its capacity as agent under this Agreement.

Successor Agents. 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Borrower. Upon any such resignation or removalresignation, the Required Lenders Lenders, after consultation with the Borrower, shall have the right to appoint a successor Agent, which appointment shall, provided that no Default has occurred Agent having a combined capital and is continuing, be subject to the consent surplus of the Borrower, such consent not to be unreasonably withheld or delayedat least $500,000,000. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, after consultation with the Borrower, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed500,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. 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 will not be effective until it has also been replaced as Collateral Agent Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to Agent with the consent of the Borrower, such consent Borrower (not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, with the consent 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 is unable to find a commercial banking institution which is willing to accept such appointment shalland which meets the qualifications set forth above, provided that no Default has occurred and is continuing, be subject to this Section 7.06, the consent retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall assume and perform all of the Borrowerduties of the Administrative Agent hereunder until such time, such consent not to be unreasonably withheld or delayedif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties and the Borrower BMCA and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent Monitoring Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 thereof (other than obligations resulting from its gross negligence or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreementwillful misconduct). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent and, in the case of a successor Collateral Monitoring 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan DocumentsDocuments (other than duties and obligations resulting from its gross negligence or willful misconduct). If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06, no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents (other than duties and obligations resulting from its gross negligence or willful misconduct) and (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties Lenders and the Borrower BMCA and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 thereof (other than obligations resulting from its gross negligence or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreementwillful misconduct). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender PartiesLenders, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan DocumentsDocuments (other than duties and obligations resulting from its gross negligence or willful misconduct). If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06, no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents (other than duties and obligations resulting from its gross negligence or willful misconduct) and (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. 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 Each of the Administrative Agent will not be effective until it has been replaced as and Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if 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, Swingline Lender and/or Collateral Agent is not becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender having a Revolving Credit Commitment equal to or Collateral Agent, may be removed as the lesser of $10,000,000 Administrative Agent, Swingline Lender or Collateral Agent, as the Revolving Credit Commitment case may be, at the reasonable request of the next highest Lender (or such ratably lesser amount if Borrower and the Revolving Credit Commitments have been reduced in accordance with this Agreement)Required Lenders. Upon receipt of any such notice of resignation or removal, as the Required case may be, the Majority Lenders shall have the right to appoint a successor Agentright, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Required Lenders, Majority Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the Lenders, the Swingline Lender Partiesand the Issuing Banks, appoint a successor Agent, which shall be Agent meeting the qualifications set forth above. Whether or not 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, which appointment shall, provided that no Default successor has occurred and is continuing, be subject to the consent of the Borrowerbeen appointed, such consent not to be unreasonably withheld or delayedresignation shall become effective at the end of such 30 day period. Upon the acceptance of any a successor’s appointment as an the Administrative Agent hereunder by a successor Agent, and, in the case of a successor 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 amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral 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 Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). If within 45 days after written notice is given 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 ’s resignation or removal under this Section 8.06 no successor Agent shall have been appointed hereunder and shall have accepted such appointment, then on such 45th day (i) the retiring Agent's resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effectiveother Credit Documents, the provisions of this Article VIII Section 12 (including Section 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to Subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it 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 and Swingline Lender. 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 their respective duties and obligations hereunder or under this Agreementthe 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. Any Agent may resign at any time by giving written notice thereof to the Lender Parties Lenders and the Borrower and Company, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five (45) days after the retiring Agent gives notice of its 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; provided, however, that any such removal of the Administrative Agent will not to be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to on the contrary notwithstanding, date specified by the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint appoint, on behalf of the Borrowers and the Lenders, a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, Lenders within 30 thirty (30) days after the retiring resigning Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of the Lender PartiesBorrowers and the Lenders, appoint 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 organized under the laws of the United States or of any State thereof and having a combined capital and surplus retained earnings of at least $250,000,000, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed100,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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 thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring resigning or removed Agent. Upon the effectiveness of the resignation or removal of an Agent, and the retiring resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. If within 45 days after written notice is given After the effectiveness of the retiring Agent's resignation 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 of an Agent's resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII XI shall inure to its continue in effect for the benefit as to of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as an Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this AgreementSection 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 (b) the references to “JPMorgan” in the definitions of “Eurocurrency Base Rate” and “Prime Rate” and in the last sentence of Section 2.13 shall be deemed to be a reference to such successor Administrative Agent in its individual capacity.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties Lenders and the Borrower and Borrower, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five (45) days after the retiring Agent gives notice of its 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; provided, however, that any such removal of the Administrative Agent will not to be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to on the contrary notwithstanding, date specified by the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent(with, which appointment shall, provided that so long as no Default has occurred and or is continuingcontinuing at such time, be subject to the consent approval of the Borrower) to appoint, such consent not to be unreasonably withheld or delayedon behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, Lenders within 30 thirty (30) days after the retiring resigning Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of the Lender PartiesBorrower and the Lenders, appoint a successor Agent. Notwithstanding the previous sentence, any Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as 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 Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor 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 organized under the laws of the United States or of any State thereof and having a combined capital and surplus retained earnings of at least $250,000,000, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed100,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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 thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring resigning or removed Agent. Upon the effectiveness of the resignation or removal of an Agent, and the retiring resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. If within 45 days after written notice is given After the effectiveness of the retiring Agent's resignation 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 of an Agent's resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.X

Successor Agents. 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 will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to Agent with the consent of the Borrower, such consent Borrower (not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, with the consent 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 is unable to find a commercial banking institution which is willing to accept such appointment shalland which meets the qualifications set forth above, provided that no Default has occurred and is continuing, be subject to this Section 7.06, the consent retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall assume and perform all of the Borrowerduties of the Administrative Agent hereunder until such time, such consent not to be unreasonably withheld or delayedif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties and the Borrower Borrowers and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. 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 Each of the Administrative Agent will not be effective until it has been replaced as and Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if 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, any Swingline Lender and/or Collateral Agent is not becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender having a Revolving Credit Commitment equal to or Collateral Agent, may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as the lesser case may be, at the reasonable request of $10,000,000 the Borrower or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Majority Lenders. Upon receipt of any such notice of resignation or removal, as the Required case may be, the Majority Lenders shall have the right to appoint a successor Agentright, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld or delayed) so long as no 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 If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Required Lenders, Majority Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the Lenders, the Swingline Lender Partiesand the Issuing Banks, appoint a successor AgentAgent 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, which then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be a commercial bank organized discharged from its duties and obligations hereunder and under the laws other Credit Documents (except that in the case of any collateral security held by the Agent on behalf of the United States Lenders or of any State thereof Issuing Banks under and having Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a combined capital successor Agent is appointed) and surplus of at least $250,000,000(b) all payments, which appointment shall, communications and determinations provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld made by, to or delayedthrough the 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 any a successor’s appointment as an the Administrative Agent hereunder by a successor Agent, and, in the case of a successor 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 amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral 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 Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). If within 45 days after written notice is given of After the retiring Agent's ’s resignation or removal under this Section 8.06 no successor Agent shall have been appointed hereunder and shall have accepted such appointment, then on such 45th day (i) the retiring Agent's resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effectiveother Credit Documents, the provisions of this Article VIII Section 12 (including Section 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to Subagents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by it any of them while it 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 and Swingline Lender. 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 this Agreementthe 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. 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 for cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has been replaced as Collateral Agent and it (or its Affiliate) has been replaced as an Issuing Bank and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, Agent (which appointment shall, provided that no Default has occurred and is continuing, successor Agent shall be subject reasonably acceptable to the consent of the Borrower, such consent not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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 MortgagesMortgages and Assignments of Leases, 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's ’s resignation 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 ’s resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Effective as of the Bridge Repayment Date, NationsBridge shall resign as to all of the Facilities as Administrative Agent and 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 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removalremoval pursuant to the immediately foregoing sentence, the Required Lenders shall have the right to appoint a successor Agentright, which appointment shallsubject to, provided that so long as no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent which shall not to be unreasonably withheld or delayed, to appoint a successor Agent as to such of the Facilities as to which such Agent has resigned or been removed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed500,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, and, in Agent as to all of the case of a successor Collateral Agent, 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given 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's Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation or removal under this Section 8.06 no successor as Agent shall have been appointed with respect to the Letter of Credit Facility) and shall have accepted 88 payments by the Borrower in respect of such appointmentFacilities, then on such 45th day (i) the retiring Agent's resignation or removal shall become effective, (ii) and the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until this Agreement as to such timeFacilities, if any, other than as the Required Lenders appoint a successor Agent as provided aboveaforesaid. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effectiveas to all of the Facilities, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent as to any Facilities under this Agreement.

Successor Agents. Any (a) The Administrative Agent may resign at any time by giving written give notice thereof of its resignation to the Lender Parties 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Holdings. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right to appoint a successor Agentright, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent 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 the United States, or an Affiliate of any such bank with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the Lender PartiesLenders, appoint a successor Agent, which shall be a commercial bank organized under Agent meeting the laws qualifications set forth above (including receipt of the United States or Borrower’s consent) (the “Resignation Effective Date”). (b) If the Person serving as the Administrative Agent is a Defaulting Lender pursuant to clause (v) of any State thereof and having a combined capital and surplus the definition of at least $250,000,000“Lender Default,” the Required Lenders may to the extent permitted by applicable law, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent 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 and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents and (2) 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 directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as an Agent hereunder by a successor the Administrative Agent, and, in as the case of a successor Collateral Agentmay 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 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 of the rights, powers, discretion, 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 Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). If within 45 days after written notice is given 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 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's ’s resignation or removal hereunder as an Agent shall have become effectiveand under the other Credit Documents, the provisions of this Article VIII Section 12 (including Section 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring or removed Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring or removed Agent was acting as an Agent under this AgreementAgent.

Successor Agents. 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 will not be effective until it has also been replaced as Collateral Agent Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right (with consultation with the Borrower) 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's Agents giving of notice of resignation or the Required Lenders' Lenders removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, (with consultation with the Borrower) 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. 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 will not be effective until it has also been replaced as Collateral Agent Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor AgentAgent (which, which appointment shall, provided that so long as no Event of Default has shall have occurred and is be continuing, shall be subject an institution reasonably acceptable to the consent Borrower) as to such of the Borrower, Facilities as to which such consent not to be unreasonably withheld Agent has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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 $250,000,000250,000,000 and, which appointment shall, provided that so long as no Event of Default has shall have occurred and is be continuing, be subject reasonably acceptable to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent as to 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, 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 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 (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 from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent as to any of the Facilities shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent as to such Facilities under this Agreement.

Successor Agents. 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, 109 Amended and Restated KCSR Credit Agreement however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right with the approval of the Borrower (such approval not to be unreasonably withheld) to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject Agent as to the consent such of the Borrower, Facilities as to which such consent not to be unreasonably withheld Agent has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, with the approval of the Borrower (such approval not to be unreasonably withheld) 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent as to all of the Facilities and, in the case of a successor Collateral Agent, if a Security Period is in effect, 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, 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, if a Security Period shall then be in effect, 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 (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 from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent as to any of the Facilities shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent as to such Facilities under this Agreement.

Successor Agents. Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties Lenders and the Borrower 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 will not be effective until it or its Affiliate has also been replaced as Collateral Agent Agent, Swing Line Lender and released Issuing Bank and discharged from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right (with the consent of the BorrowersBorrower, so long as no Event of Default has occurred or is continuing) to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject Agent as to the consent such of the Borrower, Facilities as to which such consent not to be unreasonably withheld Agent has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required LendersLenders (or, so long as no Event of Default has occurred or is continuing, consented to by the BorrowersBorrower), and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender PartiesLenders, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent as to 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 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 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 (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the BorrowersBorrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 9.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent as to any of the Facilities shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent as to such Facilities under this Agreement.

Successor Agents. 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 Each of the Administrative Agent will not be effective until it has been replaced as and Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if may at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal give notice of its resignation to the lesser Lenders, the Letter of $10,000,000 or Credit Issuer and the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Borrower. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right to appoint a successor Agentright, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, US-DOCS\144294102.18 or an Affiliate of any such bank with an office in the United States. If no such successor Agent shall have been so appointed by the Required Lenders, Xxxxxxx and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Agent maymay on behalf of the Lenders and the Letter of Credit Issuer, appoint a successor Agent meeting the qualifications set forth above. In addition and without any obligation on the part of the retiring Agent to appoint, on behalf of the Lender PartiesLenders, appoint a successor Agent, which the retiring Agent may notify the Borrower and the Lenders that no qualifying Person has accepted appointment as successor Agent and the effective date of such retiring Agent’s resignation. Upon the resignation effective date established in such notice and regardless of whether a successor Agent has been appointed and accepted such appointment, the retiring Agent’s resignation shall nonetheless become effective and (i) the retiring Agent shall be a commercial bank organized discharged from its duties and obligations as Agent hereunder and under the laws of the United States or of other Credit Documents and (ii) any State thereof payments, communications and having a combined capital and surplus of at least $250,000,000, which appointment shall, determinations provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld made by, to or delayedthrough the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as an the Administrative Agent hereunder by a successor Agent, and, in the case of a successor or Collateral Agent, as the case may be, hereunder, and upon the (i) transfer by the retiring (or retired) Agent to the successor Agent of all sums, Stock, Stock Equivalents and other items of Collateral held under the Security Documents (as applicable), together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Agent xxxxxxxxx and under the other Credit Documents, and (ii) 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 Security Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties as Agent of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder or under the Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). If within 45 days after written notice is given The fees payable by the Borrower (following the effectiveness of such appointment) to such successor 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 ’s resignation or removal under this Section 8.06 no successor Agent shall have been appointed hereunder and shall have accepted such appointment, then on such 45th day (i) the retiring Agent's resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effectiveother Credit Documents, the provisions of this Article VIII Section 12 (including 12.7) and Section 13.5 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Section 12.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an the Administrative Agent hereunder. Any successor to the Administrative Agent appointed pursuant to this Section 12.9 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder. After any retiring Collateral Agent’s resignation hereunder as the Collateral Agent, the provisions of this Agreement and the Security Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this AgreementAgreement or the Security Documents while it was the Collateral Agent hereunder. Upon the appointment of a successor Administrative Agent pursuant to this Section 12.9, the Lenders from time to time party hereto agree that the successor Administrative Agent shall be entitled to the Register of the resigning Administrative Agent in a form that shall be mutually agreed by such agents at the time of the appointment of the successor Administrative Agent, and each Agent, Credit Party, Xxxxxx and other party hereto agrees that the successor Administrative Agent shall be entitled to rely upon such Register without further inquiry and such Register shall be conclusive. In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, the Letter of Credit Issuer may, at any time, upon giving five Business Days’ prior written notice to the Borrower and the Administrative Agent, resign as Letter of Credit Issuer, respectively, effective at the close of business New York time on a date specified in such notice; provided that such resignation by the Letter of Credit Issuer shall have no effect on the validity US-DOCS\144294102.18 or enforceability of any Letter of Credit then outstanding or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to the Letter of Credit Issuer.

Successor Agents. 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 will not be effective until it has also been replaced as Collateral Agent Monitoring Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 thereof (other than obligations resulting from its gross negligence or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreementwillful misconduct). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed250 million. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent and, in the case of a successor Collateral Monitoring 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, 105 discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan DocumentsDocuments (other than duties and obligations resulting from its gross negligence or willful misconduct). If within 45 days after written notice is given of the retiring Agent's resignation or removal under this Section 8.06 7.06, no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents (other than duties and obligations resulting from its gross negligence or willful misconduct) and (iiic) 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 Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any (a) Subject to the appointment of a successor as set forth herein, any Agent may resign at any time by giving written upon 30 days’ notice thereof to the Lender Parties and Lenders, 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)other Agent. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which appointment shallsuccessor agent shall be a bank that has an office in New York, provided that no New York with a combined capital and surplus of at least $500,000,000 and shall (unless an Event of Default has under Section 8.1(a) or Section 8.1(f) with respect to the Borrower shall have occurred and is be continuing, ) be subject to approval by the consent of the Borrower, such consent Borrower (which approval shall not to 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, Lenders with such consent of the Borrower and shall have accepted such appointment, appointment within 30 days after the retiring Agent's ’s giving of notice of resignation or (the Required Lenders' removal of the retiring Agent“Resignation Effective Date”), then the retiring Agent maymay (but shall not be obligated to do so), on behalf of the Lender PartiesLenders and, appoint a successor Agent, which unless an Event of Default under Section 8.1(a) or Section 8.1(f) with respect to the Borrower 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, which appointment shall, provided that no Default has have occurred and is be continuing, be subject to with the consent of the Borrower, Borrower (such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by ) appoint a successor Agent, and, in the case of a successor Administrative Agent and/or 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 case may requestbe, in order to continue with the perfection of the Liens granted qualifications set forth above (other than any such Agent is a Lender at such time). Whether or purported to be granted by the Collateral Documentsnot a successor has been appointed, 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. If within 45 days after written notice is given of the retiring Agent's ’s resignation 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) effective in accordance with such notice on the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided aboveResignation Effective Date. After any retiring Agent's ’s resignation or removal hereunder as an Agent shall have become effectiveAgent, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this AgreementAgreement and the other Loan Documents. If no successor Agent has been appointed and such appointment is effective by the Resignation Effective Date, any other then existing Agent (in the sole discretion of such Agent) may become such successor Agent and, if no other then-existing Agent elects to become such successor Agent, all payments, communications and determinations required to be made by, to or through the retiring Administrative Agent shall instead be made by or to each Lender (and other 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 Required Lenders appoint a successor Administrative Agent as provided in this clause (a); provided, until a successor Agent has been appointed by Required Lenders and such appointment is effective, the 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 as set forth herein, remove such Person as an Agent. If such Person is removed as an Agent, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(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. Such removal will, to the fullest extent permitted by applicable law, be effective on the date a replacement Agent is appointed. (c) Any resignation by the Administrative Agent pursuant to this Section 9 shall also constitute its resignation as Collateral Agent and, if applicable, Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) 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 Lender 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”, (ii) the retiring Collateral Agent, Issuing Lender and Swingline Lender shall be discharged from all of its respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Issuing 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 Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Agents. Any Each Appointed Agent may resign as an Appointed Agent upon at any time by giving written least 30 days’ prior notice thereof to the Lender Parties Lenders and the Borrower Borrower. In the event any Appointed Agent sells all of its Loans and/or 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, such Appointed Agent may be removed at any time with or without cause by the reasonable request of the Borrower and the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein Subject to the contrary notwithstandingforegoing, the Administrative if an Appointed Agent shall resign if at any time the Administrative Agent resigns or is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with removed under this Agreement). Upon any such resignation or removal, the Required Lenders shall have (with the right to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if an Event of Default under any of Section 10.1(a), (e), (f) or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default (g) has occurred and is continuing) shall appoint from among the Lenders a successor agent, which successor agent shall be subject a Lender or a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor agent is appointed prior to the effective date of the resignation of any Appointed Agent, such Appointed Agent may appoint, after consulting with the Lenders and the Borrower (but without the need for the consent of the Borrower), such consent not to be unreasonably withheld or delayeda successor agent from among the Lenders. Upon the acceptance of any its appointment as an Agent hereunder by a successor Agent, 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 Documentsagent xxxxxxxxx, such successor Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring 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 its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided aboveterminated. After any retiring Appointed Agent's ’s resignation or removal hereunder as an Agent shall have become effectiveAppointed Agent, the provisions of this Article VIII XIII and Section 14.10 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was an Appointed Agent under this Agreement.

Successor Agents. 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 Each of the Administrative Agent will not be effective until it has been replaced as and Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if may at any time give notice of its resignation to the Lenders, the Swingline Lender, the Letter of Credit Issuer and the Borrower. If the Administrative Agent, Swingline Lender and/or Collateral Agent is not becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender having a Revolving Credit Commitment equal to or Collateral Agent, may be removed as the lesser of $10,000,000 Administrative Agent, Swingline Lender or Collateral Agent, as the Revolving Credit Commitment case may be, at the reasonable request of the next highest Lender (or such ratably lesser amount if Borrower and the Revolving Credit Commitments have been reduced in accordance with this Agreement)Required Lenders. Upon receipt of any such notice of resignation or removal, as the Required case may be, the Majority Lenders shall have the right to appoint a successor Agentright, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Required Lenders, Majority Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the Lenders, the Swingline Lender Partiesand the Letter of Credit Issuer, appoint a successor Agent, which shall be a commercial bank organized under Agent meeting the 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 no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayedqualifications set forth above. Upon the acceptance of any a successor’s appointment as an the Administrative Agent hereunder by a successor Agent, and, in the case of a successor 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 amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral 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 Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section). If within 45 days after written notice is given 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 ’s resignation or removal under this Section 8.06 no successor Agent shall have been appointed hereunder and shall have accepted such appointment, then on such 45th day (i) the retiring Agent's resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effectiveother Credit Documents, the provisions of this Article VIII Section 12 (including Section 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section shall also constitute its resignation as Letter of Credit Issuer and Swingline Lender. 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 Letter of Credit Issuer, (b) the retiring Letter of Credit Issuer shall be discharged from all of their respective duties and obligations hereunder or under this Agreementthe other Credit Documents, and (c) the successor 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 Letter of Credit Issuer to effectively assume the obligations of the retiring Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agents. 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 will not be effective until it has been replaced as Collateral Agent and it (or its Affiliate) has been replaced as an Issuing Bank and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, 250,000,000 and which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.. ARTICLE IX

Successor Agents. Any Agent may resign at any time by giving written from its position as such Agent upon thirty (30) days’ notice thereof to the Lender Parties Lenders and the Borrower and may be removed at any time with Borrowers or without cause by (in the Required Lenders; provided, however, that any removal case of the Administrative Taiwan Security Agent) the Security Agent. If an Agent will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with resigns under this Agreement). Upon any such resignation or removal, the Required Lenders or (in the case of a resignation of the Taiwan Security Agent) the Security Agent (with the consent of the Required Lenders) shall appoint from among the Lenders or (in the case of a resignation of the Taiwan Security Agent) shall appoint a duly licensed financial institution organized under the laws of Taiwan (who shall have been identified by the right Company using commercially reasonable efforts) who is permitted under the then-prevailing laws of Taiwan to appoint act as security agent for each of the Obligations, the Second Lien Facility, the First Lien Notes and the Second Lien Notes as, a successor Agent, which appointment shall, provided that no successor agent shall be consented to by the Company at all times other than during the existence of an Event of Default has occurred and is continuing, be subject to the under Section 8.01(e) (which consent of the Borrower, such consent Company shall not to be unreasonably withheld or delayed). If no successor Agent shall have been so agent is appointed by prior to the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal effective date of the retiring resignation of the relevant Agent, then that Agent may appoint, after consulting with the retiring Agent mayLenders and the Company, on behalf a successor agent from among the Lenders or (in the case of a resignation of the Lender Parties, appoint Taiwan Security Agent) a successor Agent, which shall be a commercial bank duly licensed financial institution organized under the laws of Taiwan who is permitted under the United States or then-prevailing laws of any State thereof and having a combined capital and surplus of at least $250,000,000, which appointment shall, provided that no Default has occurred and is continuing, be subject Taiwan to the consent act as security agent for each of the BorrowerObligations, the Second Lien Facility, the First Lien Notes and the Second Lien Notes. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such consent not successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the term “Agent,” shall mean such successor agent and/or supplemental agent, as the case may be, and the retiring Agent’s appointment, powers and duties in its capacity as such Agent shall be terminated. After the retiring Agent’s resignation hereunder, the provisions of this Article 9 and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be unreasonably withheld or delayedtaken by it while it was an Agent under this Agreement. If no successor agent has accepted appointment as the relevant Agent by the date which is thirty (30) days following the retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as an the Agent hereunder by a successor Agent, and, in the case of a successor Collateral 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 Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral DocumentsDocuments or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, such successor the Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of After the retiring Agent's ’s resignation 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effectiveAgent, the provisions of this Article VIII 9 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was an Agent under this Agreementacting as such Agent.

Successor Agents. Any Agent may resign at any time by giving written notice thereof (a) Subject to the Lender Parties terms of this Section 12.05, each Agent may, upon thirty (30) days’ notice to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; providedBorrower, however, that any removal of the resign as Administrative Agent will not be effective until it has been replaced or Collateral Agent, as Collateral Agent and released from all obligations in respect thereofapplicable. Anything herein to the contrary notwithstanding, the Administrative If an Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removalresign, then the Required Lenders shall have the right to appoint a successor Agentagent. If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, which such Agent may appoint a successor agent. The appointment shall, provided that no Default has occurred and is continuing, of any successor Agent shall be subject to the prior written consent of the Borrower, such Borrower (which consent shall not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, ); provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, Borrower to any such consent appointment shall not be required if (i) a Material Default or Event of Default shall have occurred and is continuing (other than with respect to be unreasonably withheld a MS Competitor) or delayed(ii) if such successor agent is a Lender or an Affiliate of such Agent or any Lender. Upon the acceptance Any resignation of any appointment as an Agent hereunder by a successor Agent, and, in shall be effective upon the case appointment of a successor Collateral agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent’s resignation hereunder as 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, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation 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 Loan other Facility 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 Article VIII XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was an Agent under this Agreement and under the other Facility Documents. If no successor Collateral Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within sixty days after giving of notice of resignation by the Collateral Agent, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. (b) Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Successor Agents. (a) 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 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 will not be effective until it has also been replaced as Collateral Agent Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor AgentAgent 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent as to 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, 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 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 (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 from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent as to any of the Facilities shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent as to such Facilities under this Agreement.

Successor Agents. Any Agent may resign as to the Facility at any time by giving written notice thereof to the Lender Parties Lenders and the Borrower and may be removed as to the Facility at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject Agent as to the Facility with the consent of the Borrower, such consent Borrower (which shall not to be unreasonably withheld and which shall not be required if a Default has occurred or delayedis continuing). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender PartiesLenders, with the consent of the Borrower (which shall not be unreasonably withheld and which shall not be required if a Default has occurred or is continuing), 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayedU.S.$250,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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 Agent as 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 DocumentsFacility, 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. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. (a) Any Agent may resign or, if it or its controlling Affiliate thereof is subject to a Distress Event, be removed by the Borrower or the Requisite Lenders, in each case, at any time by giving ten (10) days’ written notice thereof to the Lender Parties 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Borrower. Upon any such resignation or removalremoval as Administrative Agent, the Required Requisite Lenders shall have the right to appoint a successor Agent, Agent that is not a Disqualified Person which appointment shall, provided that no successor Agent (unless an Event of Default has occurred and is continuingcontinuing at the time of such appointment), shall be subject to approval by the consent of the Borrower, such consent Borrower (which approval shall not to be unreasonably withheld or delayedif such successor Agent is a commercial bank with a combined capital and surplus of at least $5,000,000,000 and otherwise may be withheld in the Borrower’s sole discretion). If no successor Agent shall have been so appointed by the Required Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lender PartiesLenders, appoint a successor AgentAgent that is not a Disqualified Person, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to approval by the consent of Borrower in accordance with the Borrower, such consent not to be unreasonably withheld or delayedpreceding sentence. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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 Requisite 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Credit Documents; provided that the Borrower shall have no obligation to pay any fee to any successor Agent that is greater than or in addition to the fees payable to the Administrative Agent on the Closing Date. If within 45 30 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 9.6 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th 30th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Credit Documents and (iiic) the Required Requisite Lenders shall thereafter perform all duties of the retiring Agent under the Loan Credit Documents (and, except for any indemnity payments or other amount then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender directly) until such time, if any, as the Required Requisite Lenders appoint a successor Agent that is not a Disqualified Person as provided above. After any retiring Agent's ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties 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 will not be effective until it or its Affiliate has also been replaced as Collateral Agent Agent, Swing Line Lender and released Issuing Bank and discharged from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to (with the consent of the Borrower, so long as no Event of Default has occurred or is continuing) to appoint a successor Agent as to such consent not of the Facilities as to be unreasonably withheld which such Agent has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required LendersLenders (or, so long as no Event of Default has occurred or is continuing, consented to by the Borrower), and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' Xxxxxxx’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender PartiesLenders, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent as to 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 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 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 (notwithstanding any resignation AMERICAS/2023410772.1 2023410772.9 181 Credit Agreement 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 from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 9.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent as to any of the Facilities shall have become effective, the provisions of this Article VIII 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent as to such Facilities under this Agreement.

Successor Agents. (a) Any Agent may resign at any time by giving written notice thereof to the Lender Parties Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal none of the Administrative Agents may resign or be removed until a successor Agent will not be effective until it has been replaced as Collateral Agent appointed and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or have accepted such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)appointment. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent, which appointment shallSyndication Agent, provided that no Default has occurred and is continuingDocumentation Agent or Managing Agent, be as the case may be, subject to the consent of the Borrower's prior written approval, such consent which approval will not to be unreasonably withheld or delayedwithheld. If no such successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender PartiesLenders, appoint a successor Administrative Agent, Syndication Agent, Documentation Agent or Managing Agent, as the case may be, subject to Borrower's prior written approval, which approval will not be unreasonably withheld, which successor Administrative Agent, Syndication Agent, Documentation Agent or Managing Agent, as the case may be, 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 and thereof, or any Affiliate of such bank, having a combined capital and surplus of at least $250,000,000, which appointment shall, provided that no Default has occurred and 100,000,000. If at any time SunTrust is continuing, be subject to the consent of the Borrower, such consent not removed as or ceases to be unreasonably withheld or delayed. a Lender, SunTrust shall simultaneously resign as Administrative Agent. (b) Upon the acceptance of any appointment as an the Administrative Agent, the Syndication Agent, the Documentation Agent or the Managing Agent, as the case may be, hereunder by a successor Agent, andsuch successor Administrative Agent, in Syndication Agent, Documentation Agent or Managing Agent, as the case of a successor Collateral Agentmay be, 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 thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, Syndication Agent, Documentation Agent or Managing Agent, as the case may be, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided aboveAgreement. After any retiring Agent's resignation or removal hereunder as an Administrative Agent, Syndication Agent, Documentation Agent shall have become effectiveor Managing Agent, as the case may be, the provisions of this Article VIII ARTICLE IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an the Administrative Agent, Syndication Agent, Documentation Agent or Managing Agent, as the case may be, under this Agreement.

Successor Agents. Any Agent may resign may, at any time by giving time, resign upon 30 days' 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 . If an Agent will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not resigns under a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removalLoan Document, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, successor Agent shall be subject to the consent of the Borrower, such 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). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after appointment prior to the retiring Agent's giving of notice of resignation or the Required Lenders' removal effective date of the retiring resignation of the resigning Agent, then the retiring resigning Agent mayshall have the right, on behalf of after consulting with the Lender PartiesLenders and the Borrower, to appoint a successor Agent, which shall be Agents; provided that such successor is a Lender hereunder or a commercial bank organized under the laws of the United States of America or of any State thereof and having has a combined capital and surplus of at least $250,000,000, which appointment shall, provided that 500,000,000. If no Default has occurred and successor Agent is continuing, be subject appointed prior to the consent effective date of the resignation of the resigning Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, such consent not to be unreasonably withheld or delayeda successor Agent from among the Lenders. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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 Documentssuccessor, such successor Agent shall thereupon 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. If within 45 days after written notice is given of the retiring as an Agent's resignation or removal , as appropriate, under this Section 8.06 no successor Agent shall have been appointed Agreement 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII Section 9.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement. If no successor Administrative Agent has accepted appointment as Administrative Agent within sixty days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above.

Successor Agents. Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties 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 will not be effective until it or its Affiliate has also been replaced as Collateral Agent Agent, Swing Line Lender and released Issuing Bank and discharged from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to (with the consent of the Borrower, so long as no Event of Default has occurred or is continuing) to appoint a successor Agent as to such consent not of the Facilities as to be unreasonably withheld which such Agent has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required LendersLenders (or, so long as no Event of Default has occurred or is continuing, consented to by the Borrower), and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender PartiesLenders, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent as to 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 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 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 (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and AMERICAS/2023095923.12023095923.18 181 Credit Agreement payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 9.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent as to any of the Facilities shall have become effective, the provisions of this Article VIII VII9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent as to such Facilities under this Agreement.

Successor Agents. Any The 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 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor AgentAgent as to such of the Facilities as to which the Agent has resigned or been removed, which appointment shallsubject, provided that so long as no Default has shall have occurred and is be continuing, be subject to the consent of the BorrowerCrompton Corp., such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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 Agent as 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 all of the Liens granted or purported to be granted by the Collateral DocumentsFacilities, 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. If within 45 days after written notice is given Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent's Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation or removal under this Section 8.06 no successor as Agent shall have been appointed with respect to the Letter of Credit Facility) and shall have accepted payments by the Borrowers in respect of such appointmentFacilities, then on such 45th day (i) the retiring Agent's resignation or removal shall become effective, (ii) and the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until this Agreement as to such timeFacilities, if any, other than as the Required Lenders appoint a successor Agent as provided aboveaforesaid. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effectiveas to all of the Facilities, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent as to any Facilities under this Agreement.

Successor Agents. 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 will not be effective until it has been replaced as Collateral Agent and it (or its Affiliate) has been replaced as an Issuing Bank and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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 MortgagesMortgages and Assignments of Leases, 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.. Great Wolf Senior Secured Revolving Credit Facility

Successor Agents. Any Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Lender Parties Lenders and the Borrower Operating Partnership (on behalf of the Borrowers) and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender PartiesLenders, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an the Agent hereunder by a successor Agent, and, in the case of a successor Collateral Agent, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the MortgagesMortgages and Assignments of Leases, 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 forty-five (45) days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th forty-fifth (45th) day (i) the retiring Agent's ’s resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's ’s resignation or removal hereunder as an the Agent shall have become effective, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an the Agent under this Agreement.

Successor Agents. 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 Each of the Administrative Agent will not be effective until it has been replaced as and the Collateral Agent and released from all obligations in respect thereof. Anything herein may resign as Administrative Agent (as to one or more Classes) or Collateral Agent, as applicable, upon 30 days’ notice to the contrary notwithstanding, Lenders and the Administrative Agent Borrowers; provided that any such resignation by JPMCB shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)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 removalClasses 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 right, in consultation with the Borrowers to appoint a successor Collateral Agent, which appointment shallshall be a bank with an office in the United States, provided that no Default has occurred and is continuing, be subject to or an Affiliate of any such bank with an office in the consent of the Borrower, such consent not to be unreasonably withheld or delayedUnited States. If no successor Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lender PartiesLenders of the applicable Class or Classes, appoint a successor Administrative Agent or Collateral Agent, which as the case may be, selected from among the Lenders, and meeting the qualifications set forth above. In any case, such appointment 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent prior written approval of the Borrower, such consent Borrowers (which approval may not to be unreasonably withheld or delayedand shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as an Administrative Agent hereunder or Collateral Agent by a successor Agent, 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 to, and become vested with 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 this Agreement and the other Loan Documents. Prior to any retiring Agent’s resignation hereunder as Administrative Agent or Collateral Agent, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Administrative Agent or Collateral Agent, as the case may be, under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this Section 8.06 no successor Agent shall have been appointed and shall have accepted After such appointmentresignation, 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 continue to have the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effective, the provisions benefit of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.Agreement and the other Loan Documents. Upon the acceptance of its appointment as successor Agent hereunder, the Person acting as such successor Agent shall succeed to all the rights, powers and duties of the retiring Agent (and, if applicable, L/C Issuer

Successor Agents. Any Each Agent may resign at any time by giving written notice thereof to notifying the Lender Parties 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Borrower. Upon any such resignation or removalresignation, the Required Majority Lenders shall have the right to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject Agent acceptable to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, Majority Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Agent may, on behalf of the Lender PartiesLenders, 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 $250,000,000500,000,000 or an Affiliate of any such bank, which appointment shalland reasonably acceptable to the Borrower, provided that (i) the Borrower shall be deemed to have accepted the appointment of such successor Agent if it shall not have objected to such appointment within five Business Days of notice, sent by overnight courier service, of such appointment by the retiring Agent and (ii) if no Default successor shall be appointed by the retiring Agent then the Lenders shall perform all such duties and obligations until a successor is appointed and has occurred accepted such appointment. Any resignation by Wachovia, as Administrative Agent pursuant to this Section shall also constitute its resignation as Swingline Lender, and is continuing, be subject to the consent any appointment of the Borrower, such consent not to be unreasonably withheld or delayeda successor Administrative Agent shall also constitute its appointment as Swingline Lender. Upon the acceptance of any appointment as an Agent hereunder under this Agreement by a successor Agent, 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 Documentsbank, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent in its capacity as Administrative Agent (and Swingline Lender) or Collateral Agent, as applicable, and the retiring Agent (and Swingline Lender, if applicable) shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided aboveAgreement. After any retiring Agent's ’s resignation or removal hereunder as an Agent shall have become effectiveunder this Agreement, the provisions of this Article VIII and Section 8.05 shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was an acting as Agent under this Agreementor Swingline Lender, if applicable.

Successor Agents. 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent; provided that, which appointment shall, provided that so long as no Default or Event of Default has occurred and is continuing, be subject to the consent of the Borrower, 's approval of such consent successor Agent shall be required (such approval not to be unreasonably withheld or delayedwithheld). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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 TODCO - Omnibus Credit Agreement 77 of at least $250,000,000, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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 Vessel 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender PartiesLenders, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement. It is understood and agreed that no Competitor shall qualify or be appointed as a successor Agent under this Section 8.06.

Successor Agents. 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Borrower. Upon any such resignation or removalresignation, the Required Lenders with the consent of the Borrower (not to be unreasonably withheld) shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lender Parties, with the consent of the Borrower (not to be unreasonably withheld) 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. 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 will not be effective until it or its Affiliate has also been replaced as Collateral Agent Agent, Swing Line Bank and released Issuing Bank and discharged from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to (with the consent of the Borrower, so long as no Event of Default has occurred or is continuing) to appoint a successor Agent as to such consent not of the Facilities as to be unreasonably withheld which such Agent has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required LendersLenders (or, so long as no Event of Default has occurred or is continuing, consented to by the Borrower), and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent as to 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 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 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 (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 from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent as to any of the Facilities shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent as to such Facilities under this Agreement.

Successor Agents. Any Subject to the last sentence of this Subsection 9.9, the Agent and the Collateral Agent may resign as Agent or Collateral Agent, as the case may be, at any time by giving written notice thereof to the Lender Parties Lenders and the Borrower Company and may be removed at any time with or without cause by the Required Lenders; provided, however, provided that any no such resignation or removal of the Administrative Agent will not be shall become effective until it has been replaced a successor Agent or Collateral Agent, as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstandingcase may be, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced appointed and shall have accepted such appointment as provided in accordance with this Agreement)Subsection 9.9. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent or Collateral Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to as the consent of the Borrower, such consent not to be unreasonably withheld or delayedcase may be. If no successor Agent or Collateral Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's or Collateral Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent or Collateral Agent, then then, upon five Business Days' notice to the Company and the Lenders, the retiring Agent or Collateral Agent may, on behalf of the Lender PartiesLenders, 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 and thereof, or any Affiliate of such a bank, having a combined capital and surplus of at least $250,000,000, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed100,000,000. Upon the acceptance of any appointment as an Agent or Collateral Agent hereunder by a successor Agent, and, in the case of a successor Agent or 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 or Collateral Agent, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent or Collateral Agent, as the case may be, and the retiring Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documentsthis Agreement. If within 45 days after written notice is given of After the retiring Agent's resignation 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Collateral Agent's resignation or removal hereunder as an Agent shall have become effectivesuch agent, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent 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 Related Document, Browx Xxxthers Harrxxxx & Xo. agrees not to resign as Agent or Collateral Agent or to take any action in its capacity as a Lender to remove itself as Agent or Collateral Agent. 47 -42-

Successor Agents. 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 will not be effective until it has also been replaced as Collateral Agent Agent, Swing Line Bank and Letter of Credit Issuing Bank and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right with the approval of the Borrower (such approval not to be unreasonably withheld) to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject Agent as to the consent such of the Borrower, Facilities as to which such consent not to be unreasonably withheld Agent has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, with the approval of the Borrower (such approval not to be unreasonably withheld) 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent as to 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, 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 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 (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 from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent as to any of the Facilities shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent as to such Facilities under this Agreement.

Successor Agents. 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 will not be effective until it has also been replaced as Collateral Agent Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 <PAGE> 72 shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any The 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders Lenders, and so long as no Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States or of any State state thereof and having a combined capital and surplus of at least $250,000,000, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, and, in the case of a successor Collateral Agent, 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 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this Section 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving 30 days' prior written notice thereof to the Lender Parties Lenders and the Borrower Borrowers, and any Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrowers and the Agent and signed by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such notice of resignation or any such removal, the Required Lenders shall have the right right, upon five Business Days' notice to the Borrowers, to appoint a successor Agent, which appointment shall, Agent (provided that no Default has occurred and such successor is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayedsimultaneously therewith becomes a Lender). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted Lenders within such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentday period, then the retiring Agent may, on behalf of the Lender Secured Parties, petition a court of competent jurisdiction for a successor or it may appoint a successor Agent, which shall (i) be a commercial bank organized authorized under the laws of the United States jurisdiction of its incorporation to exercise corporation trust powers or of any State thereof and having be a bank, (ii) have a combined capital and surplus of at least five hundred million dollars ($250,000,000500,000,000), which appointment shall, provided that no Default has occurred and is continuing, (iii) be subject acceptable to the consent Majority Lenders (provided that, if the Majority Lenders do not (a) confirm such acceptance in writing within 30 days following the selection of such successor by the BorrowerAgent or (b) select another Agent within such 30 day period, then the Majority Lenders shall be deemed to have given such consent not to acceptance and such successor shall be unreasonably withheld or delayeddeemed appointed as the applicable Agent hereunder). Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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 that successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, or removed Agent and the retiring or removed Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided aboveAgreement. After any retiring or removed Agent's resignation or removal hereunder as an Agent shall have become effectiveAgent, the provisions of this Article VIII VIII. ------------- shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.. 105

Successor Agents. Any The Agent may resign may, at any time by giving time, resign upon 30 days' written notice thereof to the Lender Parties and Lenders. If 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not resigns under a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removalLoan Document, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agent, which appointment shallsuccessor Agent, provided that no if other than a Committed Lender, shall be consented to by the Borrower at all times other than during the existence of an Event of Default has occurred and is continuing, be subject to the (which consent of the Borrower, such consent Borrower shall not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after appointment prior to the retiring Agent's giving of notice of resignation or the Required Lenders' removal effective date of the retiring resignation of the resigning Agent, then the retiring resigning Agent mayshall have the right, on behalf of after consulting with the Lender PartiesLenders and the Borrower, to appoint a successor Agent, which shall be ; provided such successor Agent is a Lender hereunder or a commercial bank organized under the laws of the United States or of any State thereof and having has a combined capital and surplus of at least $250,000,000, which appointment shall, provided that 500,000,000. If no Default has occurred and successor Agent is continuing, be subject appointed prior to the consent effective date of the resignation of the resigning Agent, the resigning Agent may appoint, after consulting with the Lenders and the Borrower, such consent not to be unreasonably withheld or delayeda successor Agent from among the Lenders. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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 Documentssuccessor, such successor Agent shall thereupon 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. If within 45 days after written notice is given of the retiring as an Agent's resignation or removal , as appropriate, under this Section 8.06 no successor Agent shall have been appointed Agreement 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII Section 10.09 shall inure to its benefit as to any actions taken or omitted to be taken by 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's giving notice of resignation, the retiring Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent as provided for above.

Successor Agents. Any Agent may resign at At any time from and after the earliest of (a) the occurrence of an Event of Default, (b) GACP II, L.P or any of its Affiliates do not hold any Loans, (c) it becomes illegal or practically impossible for GACP Finance Co., LLC to remain as an Administrative Agent, (d) the Required Lenders vote to remove GACP Finance Co., LLC as the Administrative Agent, GACP Finance Co., LLC shall have the right to resign as the Administrative Agent by giving thirty days’ prior written notice thereof to the Lender Parties Lenders and the Borrower Borrowers, and GACP Finance Co., LLC may be removed at any time the Administrative Agent with or without cause by an instrument or concurrent instruments in writing delivered to the Borrowers and the Administrative Agent and signed by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such notice of resignation or any such removal, the Required Lenders shall have the right right, upon five Business Days’ notice to the Borrowers, to appoint a successor Administrative Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an the Administrative Agent hereunder by a successor Agent, 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 Documentsan applicable successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring or removed Administrative Agent, and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor all sums, Capital Stock and other items of Collateral held under the Security Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Loan Documents, and (ii) execute and deliver to such successor such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor of the security interests created under the Security Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided abovehereunder. After any retiring or removed Administrative Agent's ’s resignation or removal hereunder as an Agent shall have become effectivethe Administrative Agent, the provisions of this Article VIII shall inure to its benefit, as well as to the benefit of its sub-agents and their respective Related Parties, as to any actions taken or omitted to be taken by it while it was an the Administrative Agent under hereunder. Notwithstanding anything to the contrary in this Agreement, neither any Affiliated Lender (nor any Assignee of any Affiliated Lender) shall be appointed (and such Person shall not accept the appointment) as the Administrative Agent, as a Supplemental Agent (or as an Agent).

Successor Agents. Any Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lender Parties Lenders and the Borrower Borrowers, and any Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to the Borrowers and the Agent and signed by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such notice of resignation or any such removal, the Required Lenders shall have the right right, upon five Business Days’ notice to the Borrowers, to appoint a successor Agent, which appointment shall, Agent (provided that no Default has occurred and such successor is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayedsimultaneously therewith becomes a Lender). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted Lenders within such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentday period, then the retiring Agent may, on behalf of the Lender Secured Parties, petition a court of competent jurisdiction for a successor or it may appoint a successor Agent, which shall (i) be a commercial bank organized authorized under the laws of the United States jurisdiction of its incorporation to exercise corporation trust powers or of any State thereof and having be a bank, (ii) have a combined capital and surplus of at least five hundred million dollars ($250,000,000500,000,000), which appointment shall, provided that no Default has occurred and is continuing, (iii) be subject acceptable to the consent Majority Lenders (provided that, if the Majority Lenders do not (a) confirm such acceptance in writing within 30 days following the selection of such successor by the BorrowerAgent or (b) select another Agent within such 30 day period, then the Majority Lenders shall be deemed to have given such consent not to acceptance and such successor shall be unreasonably withheld or delayeddeemed appointed as the applicable Agent hereunder). Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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 that successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, or removed Agent and the retiring or removed Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided aboveAgreement. After any retiring or removed Agent's ’s resignation or removal hereunder as an Agent shall have become effectiveAgent, the provisions of this Article VIII VIII. shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Agent may resign (and in the case of the Administrative Agent, 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 (in the case of the Administrative Agent, as to any or all of the Facilities) at any time with or without cause by by, in the Required Lenders; provided, however, that any removal case of the Administrative Agent will not be effective until it has been replaced as Collateral Agent and released from all obligations Agent, the Required Working Capital Lenders (in respect thereof. Anything herein of the Working Capital Facility) or the Required Term Lenders (in respect of the Term Facility) and with respect to the contrary notwithstandingany other Agent, the Administrative Required Lenders (the Agent shall resign if at any time so resigning or being removed being the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement"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, which appointment shall, provided that no Default has occurred and is continuing, be subject in each case as to the consent such of the BorrowerFacilities as to which such Retiring Agent has resigned or been removed (the Lenders described in clause (i) or (ii), such consent not to be unreasonably withheld or delayedas the case may be, being the "Appointing Lenders"). If no successor to such Retiring Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Retiring Agent, then the retiring such Retiring Agent may, on behalf of the relevant Lender Parties, appoint a successor to such Retiring 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, and(such successor, in the case of a successor Collateral capacity held by the Retiring Agent, being the "Successor Agent") as to all of the relevant Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the MortgagesCollateral Documents, and such other instruments or notices, as may be necessary or desirable, or as the Required 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 Successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Retiring Agent, and the retiring 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 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 Xxxxxxxx'x 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 Retiring Agent's resignation or removal under this Section 8.06 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 Retiring Agent's resignation or removal shall become effective, (ii) the retiring Retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Appointing Lenders shall thereafter perform all duties of the retiring Retiring Agent under the Loan Documents with respect to the relevant Facility until such time, if any, as the Required Appointing Lenders appoint a successor to such Retiring Agent as provided above. After any retiring Retiring Agent's resignation or removal hereunder as an Agent shall have become effectiveas to all of the Facilities, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent as to any Facilities under this Agreement.

Successor Agents. Any Either Agent may resign at any time by giving not less than thirty (30) days' prior written notice thereof to the Lender Parties 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Representative. Upon any such resignation or removalresignation, the Required Requisite Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, Requisite Lenders and shall have accepted such appointment, appointment within 30 days after the retiring resigning Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring resigning Agent may, on behalf of the Lender PartiesLenders, appoint a successor Agent, which shall be a Lender, if a Lender is willing to accept such appointment, 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 having has a combined capital and surplus of at least $250,000,000300,000,000. If no successor Agent has been appointed pursuant to the foregoing, which appointment shallby the 30th day after the date such notice of resignation was given by the resigning Agent, such resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of the resigning Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Agent as provided that no Default has occurred and is continuing, above. Any successor Agent appointed by Requisite Lenders hereunder shall be subject to the consent approval of the BorrowerBorrower Representative, such consent 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 any appointment as an Agent hereunder by a successor Agent, 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 resigning Agent. Upon the earlier of the acceptance of any appointment as Agent hereunder by a successor Agent or the effective date of the resigning Agent's resignation, and the retiring resigning Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents, except that any indemnity rights or other rights in favor of such resigning Agent shall continue. If within 45 days after written notice is given of the retiring After any resigning Agent's resignation 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effectivehereunder, the provisions of this Article VIII SECTION 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this AgreementAgreement and the other Loan Documents.

Successor Agents. (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 will not be effective until it has been replaced as Collateral Agent and it (or its Affiliate) has been replaced as an Issuing Bank and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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, 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's ’s resignation 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 ’s resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement. (b) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender or a Potential Defaulting Lender, each Issuing Bank and/or each Swing Line Bank may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank or Swing Line Bank, respectively, 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 notice), provided that such resignation by a Issuing Bank will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Borrower or any Lender under this Agreement with respect to any such outstanding Letter of Credit 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. 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 will not be effective until it or its Affiliate has also been replaced as Collateral Agent and released discharged from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent; provided, which however, if the successor Agent is not a Qualifying Icahn Entity, such appointment shall, provided that no Default has occurred and is continuing, shall be subject to the prior written consent of the Borrower, such consent not to be unreasonably withheld or delayed. so long as no Event of Default is then in existence If no successor Agent shall have been so appointed by the Required LendersLenders (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, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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 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. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties and the Borrower Borrower, and any Agent (other than Xxxxx 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 will not be effective until (x) it has also been replaced as Collateral Agent Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof. Anything herein thereof and (y) WFB’s Commitment has been terminated, reduced or assigned to other Lenders after the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal FirstSecond Amendment Effective Date on terms satisfactory to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)it. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to Agent with the consent of the Borrower, such consent Borrower (not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, with the consent 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 is unable to find a commercial banking institution which is willing to accept such appointment shalland which meets the qualifications set forth above, provided that no Default has occurred and is continuing, be subject to this Section 7.06, the consent retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall assume and perform all of the Borrowerduties of the Administrative Agent hereunder until such time, such consent not to be unreasonably withheld or delayedif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. 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 Each of the Administrative Agent will not be effective until it has been replaced as and Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if 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, Swingline Lender and/or Collateral Agent is not becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender having a Revolving Credit Commitment equal to or Collateral Agent, may be removed as the lesser of $10,000,000 Administrative Agent, Swingline Lender or Collateral Agent, as the Revolving Credit Commitment case may be, at the reasonable request of the next highest Lender (or such ratably lesser amount if Borrower and the Revolving Credit Commitments have been reduced in accordance with this Agreement)Required Lenders. Upon receipt of any such notice of resignation or removal, as the Required case may be, the Majority Lenders shall have the right to appoint a successor Agentright, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1 or 11.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Required Lenders, Majority Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the Lenders, the Swingline Lender Partiesand the Issuing Banks, appoint a successor Agent, which shall be a commercial bank organized under Agent meeting the 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 no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayedqualifications set forth above. Upon the acceptance of any a successor’s appointment as an the Administrative Agent hereunder by a successor Agent, and, in the case of a successor 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 amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral 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 Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). If within 45 days after written notice is given 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 ’s resignation or removal under this Section 8.06 no successor Agent shall have been appointed hereunder and shall have accepted such appointment, then on such 45th day (i) the retiring Agent's resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effectiveother Credit Documents, the provisions of this Article VIII Section 12 (including Section 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to Subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as an Agent. Any resignation of any Person as Administrative Agent under pursuant to this AgreementSection 12.9 shall also constitute its resignation as Swingline Lender.

Successor Agents. Any The Administrative Agent may resign at any time by giving written notice thereof to the Lender Parties 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender PartiesLenders, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's ’s resignation 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 (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this AgreementAgent.

Successor Agents. Any Agent may resign at any time by giving written notice thereof (a) Subject to the Lender Parties terms of this Section 12.05, each Agent may, upon thirty (30) days’ notice to the Lenders and the Borrower and may be removed at any time with Borrower, resign as Administrative Agent or without cause by Collateral Agent, as applicable. If an Agent shall resign, then the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent Xxxxxxx shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agentagent. If for any reason a successor agent is not so appointed and does not accept such appointment within thirty (30) days of notice of resignation, which such Agent may appoint a successor agent. The appointment shall, provided that no Default has occurred and is continuing, of any successor Agent shall be subject to the prior written consent of the Borrower, such Borrower (which consent shall not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, ); provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, Borrower to any such consent appointment shall not be required if (i) a Material Default oran Event of Default shall have occurred and is continuing (other than with respect to be unreasonably withheld a MS Competitor) or delayed(ii) if such successor agent is a Lender or an Affiliate of such Agent or any Lender. Upon the acceptance Any resignation of any appointment as an Agent hereunder by a successor Agent, and, in shall be effective upon the case appointment of a successor Collateral agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent’s resignation hereunder as 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, and the retiring Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation 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 Loan other Facility 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 Article VIII XII shall inure to continue in effect for its benefit as with respect to any actions taken or omitted to be taken by it while it was an Agent under this Agreement and under the other Facility Documents. If no successor Collateral Agent shall have been appointed and an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within sixty days after giving of notice of resignation by the Collateral Agent, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. (b) Any Person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be a party, or (iii) that may succeed to the corporate trust properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

Successor Agents. 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 will not be effective until it has also been replaced as Collateral Agent Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right with the approval of the Borrower (such approval not to be unreasonably withheld) to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject Agent as to the consent such of the Borrower, Facilities as to which such consent not to be unreasonably withheld Agent has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, with the approval of the Borrower (such approval not to be unreasonably withheld) 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent as to 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, 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 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 (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 from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent as to any of the Facilities shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent as to such Facilities under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject Agent reasonably acceptable to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required LendersLenders and the Borrower, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender PartiesLenders, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 9.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 and the Borrower appoint a successor Agent as provided above. After any retiring Agent's ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement. Upon the effectiveness of the resignation or removal of the Administrative Agent, the retiring Administrative Agent may, at its option (i) transfer the management of all then existing Revolving Credit-Linked Deposit Accounts to the successor Administrative Agent or (ii) close all such Revolving Credit-Linked Deposit Accounts upon the establishment of new Revolving Credit-Linked Deposit Accounts with the successor Administrative Agent (and the successor Administrative Agent shall establish such new accounts) and transfer all amounts on deposit in such Revolving Credit-Linked Deposit Accounts to such new accounts.

Successor Agents. (a) Any Agent may resign or, if it or its controlling Affiliate thereof is subject to a Distress Event, be removed by the Borrower or the Requisite Lenders, in each case, at any time by giving ten days’ written notice thereof to the Lender Parties Lenders and the Borrower and may be removed at any time with or without cause by in the Required Lenders; providedcase of removal, however, that any removal of the Administrative Agent will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Agents. Upon any such resignation or removalremoval as Administrativeof an Agent, the Required Requisite Lenders shall have the right to appoint a successor AgentAgent that is not a Disqualified Lender, which appointment shall, provided that no successor Agent (unless a Specified Event of Default has occurred and is continuing, continuing at the time of such appointment) shall be subject to approval by the consent of the Borrower, such consent Borrower (which approval shall not to be unreasonably withheld or delayedif such successor Agent is a commercial bank with a combined capital and surplus of at least $1.0 billion, and otherwise may be withheld in the Borrower’s sole discretion). If no successor Agent shall have been so appointed by the Required Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lender PartiesLenders, appoint a successor AgentAgent that is not a Disqualified Lender, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to approval by the consent of Borrower in accordance with the Borrower, such consent not to be unreasonably withheld or delayedpreceding sentence. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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 Requisite 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Credit Documents; provided that the Borrower shall have no obligation to pay any fee to any successor Agent that is greater than or in addition to the fees payable to the Administrative Agent and the Collateral Agent on the Closing Date. If within 45 30 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 9.6 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th 30th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Credit Documents and (iiic) the Required Requisite Lenders shall thereafter perform all duties of the retiring Agent under the Loan Credit Documents (and, except for any indemnity payments or other amount then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender directly) until such time, if any, as the Required Requisite Lenders appoint a successor Agent that is not a Disqualified Lender as provided above; provided, however, that any removal of any Agent shall not become effective until (i) such Agent or its Affiliates shall have been replaced as Swing Line Lender and L/C Issuer, and (ii) all fees and other amounts due and owing hereunder to such Agent, Swing Line Lender and L/C Issuer shall have been paid in full. After any retiring Agent's ’s resignation or removal hereunder as an Agent or any removal of any Agent shall have become effective, the provisions of this Article VIII Section 9 and Section 10.5 and and all other rights, privileges, protections, immunities, and indemnities granted to such Agent hereunder shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an such Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties 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 will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender PartiesLenders, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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 MortgagesMortgages Collateral Documents, 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's ’s resignation 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 (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this AgreementAgent.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties Lenders and the Borrower 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 will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to Agent with the consent of the Borrower, such consent Borrower (not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required LendersXxxxxxx, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' Xxxxxxx’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender PartiesLenders, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to with the consent of the Borrower, Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent; provided that, if, such retiring Administrative Agent is unable to find an institution which is willing to accept such appointment and which meets the qualifications set forth above, subject to this Section 7.06, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Required Xxxxxxx shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent and, in the case of a successor Collateral Xxxxxxxxxx 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the 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 (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.. Back to Contents

Successor Agents. Any Either Agent may resign at any time by giving written notice thereof to the Lender Parties Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided. If, howeverand only if, that any removal an Agent voluntarily resigns, within 10 business days of the Administrative resignation, such Agent will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein shall repay to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment Company an amount equal to (i) the lesser advanced annual fee that had been paid by the Borrower to such Agent (the "Advanced Fee") less (ii)(a) the Advanced Fee multiplied by (b) the number of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or days that have elapsed since such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)advance payment became due divided by 365. Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender PartiesLenders, 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 having a combined capital and surplus of at least $250,000,000one hundred million Dollars (US$ 100,000,000) or (ii) apply to any court of competent jurisdiction to appoint a successor Agent (which successor shall meet the qualifications set forth in (i) above) to act until such time, which if any, as a successor Agent shall have accepted its appointment shall, as provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayedabove. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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 security interests granted or purported to be granted by under the Collateral Security 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. If within 45 days after written notice is given of the retiring Agent's resignation 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided aboveAgreement. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effectiveAgent, the provisions of this Article VIII Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. (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 will not be effective until it has been replaced as the Collateral Agent and it (or its Affiliate) has been replaced as an Issuing Bank and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of Agent in consultation with the Borrower, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shallhowever, provided that in no Default has occurred and is continuing, event shall any Defaulting Lender be subject to the consent of the Borrower, appointed as such consent not to be unreasonably withheld or delayedsuccessor Agent. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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, 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 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 ’s resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement. (b) In addition to the foregoing, if a Lender becomes, and during the period it remains, a Defaulting Lender, an Issuing Bank may, upon prior written notice to the Borrower and the Administrative Agent, resign as Issuing Bank 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 notice); provided that such resignation by such Issuing Bank will have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the obligations of the Borrower or any AMERICAS/2023134647.11 106 Lender under this Agreement with respect to any such outstanding Letter of Credit or otherwise to such Issuing Bank.

Successor Agents. Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties 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 will not be effective until it or its Affiliate has also been replaced as Collateral Agent Agent, Swing Line Lender and released Issuing Bank and discharged from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to (with the consent of the Borrower, so long as no Event of Default has occurred or is continuing) to appoint a successor Agent as to such consent not of the Facilities as to be unreasonably withheld which such Agent has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required LendersLenders (or, so long as no Event of Default has occurred or is continuing, consented to by the Borrower), and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' Xxxxxxx’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender PartiesLenders, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent as to 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 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. If within 45 days after written notice is given Upon the acceptance of the retiring Agent's resignation or removal under this Section 8.06 no successor any appointment as Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent's resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint hereunder by a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effectiveto less than all of the Facilities and, in the provisions case of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.a successor Xxxxxxxxxx

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties 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 will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor AgentAgent with the consent, which appointment shall, provided that so long as no Event of Default has shall have occurred and is be continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayedwithheld. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender PartiesLenders, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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 MortgagesCollateral Documents, and such other instruments or notices, as may be necessary or desirablenecessary, or as the 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. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties Lenders and the Borrower and Company, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five (45) days after the retiring Agent gives notice of its 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; provided, however, that any such removal of the Administrative Agent will not to be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to on the contrary notwithstanding, date specified by the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint appoint, on behalf of the Borrowers and the Lenders, a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, Lenders within 30 thirty (30) days after the retiring resigning Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentits intention to resign, then the retiring resigning Agent maymay appoint, on behalf of the Lender PartiesBorrowers and the Lenders, appoint 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 organized under the laws of the United States or of any State thereof and having a combined capital and surplus retained earnings of at least $250,000,000, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed100,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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 thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring resigning or removed Agent. Upon the effectiveness of the resignation or removal of an Agent, and the retiring resigning or removed Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents. If within 45 days after written notice is given After the effectiveness of the retiring Agent's resignation 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 of an Agent's resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII XI shall inure to its continue in effect for the benefit as to of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as an Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this AgreementSection 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 (b) the references to “Bank One” in the definitions of “Eurodollar Base Rate” and “Prime Rate” and in the last sentence of Section 2.13 shall be deemed to be a reference to such successor Administrative Agent in its individual capacity.

Successor Agents. Any The Administrative Agent may resign at any time by giving written notice thereof to the Lender Parties Lenders and the Borrower and may be removed at Borrower, but such resignation shall not become effective until acceptance by a successor agent of its appointment pursuant hereto. Upon any time with or without cause by 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 Bank and the Borrower; provided, however, that any removal of such approval by the Administrative Agent will Borrower shall not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if required at any time the Administrative Agent is not when a Lender having a Revolving Credit Commitment equal to the lesser Default or Event of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent agent shall have been so appointed by the Required Lenders, retiring Administrative Agent and shall have accepted such appointment, within 30 days after the retiring Agentagent's giving of notice of resignation or resignation, the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, Borrower may appoint a successor Agentas agent (provided, that such successor is reasonably acceptable to the Required Lenders and the Issuing Bank), which shall be either a Lender or a commercial bank organized under the laws of the United States of America or of any State thereof and having shall have a combined capital and surplus of at least $250,000,000, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Administrative Agent hereunder by a successor Agent, 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 Documentsagent, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations under this Credit Agreement, the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation 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 Loan other Fundamental 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 aboveany other credit documentation. After any retiring Administrative Agent's resignation or removal hereunder as an Administrative Agent shall have become effective, the provisions of this Article VIII 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent under this AgreementCredit Agreement and the other Fundamental Documents.

Successor Agents. Any The Agent may resign at any time by ---------------- giving written notice thereof to the Lender Parties and Parties, the Borrower and NGP and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, Agent (which appointment successor Agent shall, provided that so long as no Event of Default has occurred and is continuing, be subject to approved by the consent of the BorrowerBorrower and NGP, such consent approval not to be unreasonably withheld or delayedwithheld). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, appoint a successor AgentAgent (which successor Agent shall, so long as no Event of Default has occurred and is continuing, be approved by the Borrower and NGP, such approval not to be unreasonably withheld), 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, and, in the case of a successor Collateral Agent, Agent and upon the execution and filing or recording of such financing statementsagreements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may reasonably request, in order to continue evidence the perfection succession of the Liens granted or purported to be granted by the Collateral Documentssuccessor Agent, 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. If within 45 days after written notice is given of the retiring Agent's resignation 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effectiveAgent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. 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 will not be effective until it has also been replaced as Collateral Agent and Issuing Bank and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject Agent as to the consent such of the Borrower, Facilities as to which such consent not to be unreasonably withheld Agent has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, appoint a successor Agent, which shall be a Lender or 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent as to 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, 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 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 (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 from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent as to any of the Facilities shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent as to such Facilities under this Agreement.

Successor Agents. 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 LendersBorrower; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent including as Trustee under the Master Vessel Trust Agreement and Letter of Credit Issuing Bank and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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 MortgagesShip Mortgages and the Master Vessel Trust Agreement, 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's ’s resignation 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 (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement. The institution acting as Collateral Agent shall always also act as Trustee under the Master Vessel Trust Agreement.

Successor Agents. Any (a) Subject to the appointment of a successor as set forth herein, any Agent may resign at any time by giving written upon 30 days’ notice thereof to the Lender Parties and Lenders, the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal other Agent effective upon appointment of the Administrative Agent will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)successor Agent. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, which appointment shallsuccessor agent shall be a bank that has an office in New York, provided that no New York with a combined capital and surplus of at least $500,000,000 and shall (unless an Event of Default has under Section 8.1(a) or Section 8.1(f) with respect to the Borrower shall have occurred and is be continuing, ) be subject to approval by the consent of the Borrower, such consent Borrower (which approval shall not to 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, Lenders with such consent of the Borrower and shall have accepted such appointment, appointment within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lender Parties, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof Lenders and having a combined capital and surplus of at least $250,000,000, which appointment shall, provided that no Default has occurred and is continuing, be subject to with the consent of the Borrower, Borrower (such consent |US-DOCS\115543490.9|| not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by ) appoint a successor Agent, and, in the case of a successor Administrative Agent and/or 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 case may requestbe, in order to continue with 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. If within 45 days after written notice is given of the retiring Agent's resignation 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided qualifications set forth above. After any retiring Agent's ’s resignation or removal hereunder as an Agent shall have become effectiveAgent, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this AgreementAgreement and the other Loan Documents. (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 as set forth herein, remove such Person as an Agent. If such Person is removed as an Agent, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 8.1(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. Such removal will, to the fullest extent permitted by applicable law, be effective on the date a replacement Agent is appointed. (c) Any resignation by the Administrative Agent pursuant to this Section 9 shall also constitute its resignation as Collateral Agent and, if applicable, Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) 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 Lender 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”, (ii) the retiring Collateral Agent, Issuing Lender and Swingline Lender shall be discharged from all of its respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Issuing 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 Lender to effectively assume the obligations of the retiring Issuing Lender with respect to such Letters of Credit.

Successor Agents. 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agentright, which appointment shall, provided that no Default has occurred and is continuing, be subject to with the consent of the Borrower, Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this Section 8.06 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties and the Borrower Borrowers and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which appointment shallsubject, provided that so long as no Default has occurred and is continuing, be subject to the consent of the BorrowerBorrowers, such consent not to be unreasonably withheld or delayedwithheld. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, appoint a successor Agent, subject, so long as no Default has occurred and continuing, to the consent of the Borrowers, such consent not to be unreasonably withheld, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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 Mortgagesany 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. 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 will not be effective until it or its Affiliate has also been replaced as Collateral Agent and released discharged from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to (with the consent of the Borrower, so long as no Event of Default has occurred or is continuing) to appoint a successor Agent as to such consent not of the Facilities as to be unreasonably withheld which such Agent has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required LendersLenders (or, so long as no Event of Default has occurred or is continuing, consented to by the Borrower), and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent as to 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 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 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, and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 as to any of the Facilities shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent as to such Facilities under this Agreement.

Successor Agents. 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 will not be effective until it has also been replaced as Collateral Agent and Issuing Bank and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agentright, which appointment shall, provided that no Default has occurred and is continuing, be subject upon five Business Days' notice to the consent of Borrower and with the Borrower, 's written consent (such written consent not to be unreasonably withheld or delayed), to appoint a successor Agent as to such of the Facilities as to which such Agent has resigned or been removed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent as to 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, 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 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 (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 from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the 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 (iiic) 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 Xxxxx Respiratory - Revolving Credit Agreement appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent as to any of the Facilities shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent as to such Facilities under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties Lenders and the Borrower Borrowers and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 thereof (other than obligations resulting from its gross negligence or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreementwillful misconduct). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender PartiesLenders, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan DocumentsDocuments (other than duties and obligations resulting from its gross negligence or willful misconduct). If within 45 days after written notice is given of the retiring Agent's resignation or removal under this Section 8.06 7.06, no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents (other than duties and obligations resulting from its gross negligence or willful misconduct) and (iiic) 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 Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. (a) Any Agent of the Agents may resign at any time by giving ten (10) days' prior written notice thereof to the Lender other Bank Parties and the Borrower Borrower, such resignation to be effective on the date specified in such notice, and on such date, the resigning Agent shall be automatically discharged from its duties under this Agreement and the Related Documents without requirement of any further action by such resigning Agent. Any of the Agents may be removed at any time with or without cause by the Required Lenders; providedBanks, howevergiving ten (10) days' prior written notice thereof to the Agent, that any the other Bank Parties and the Borrower, such removal of the Administrative Agent will not to be effective until it has been replaced as Collateral Agent and released from all obligations on the date specified in respect thereof. Anything herein to the contrary notwithstandingsuch notice and, on such date, the Administrative removed Agent shall resign if at be automatically discharged from its duties under this Agreement and the Related Documents without requirement of any time further action by such removed Agent, the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 other Bank Parties or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Borrower. Upon any such resignation or removalremoval of an Agent, the Required Lenders Banks shall have the right to appoint a successor Agent; provided, which appointment shallhowever, provided that that, so long as no Event of Default has or Potential Default hereunder shall have occurred and is be continuing, any such appointment of a successor Agent shall be subject to the prior written consent of the Borrower, such consent Borrower not to be unreasonably withheld or delayedwithheld. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, appointment within 30 ten (10) days after the retiring resigning Agent's giving of notice of resignation or the Required Lenders' removal removed Agent's notice of the retiring Agentremoval, then the retiring Agent mayresigning or removed Agent, on behalf of the Lender Partiesother Bank Parties may, but shall not be obligated to, appoint a successor Agent, which shall be either a Bank or a commercial bank organized under the laws of the United States of America or of any State state thereof and having have a combined capital and surplus of at least $250,000,0001,000,000,000; provided, which appointment shallhowever, provided that so long as no Event of Default has or Potential Default shall have occurred and is continuingbe continuing or shall exist, any such appointment of a successor Agent shall be subject to the prior consent of the Borrower, such consent Borrower not to be unreasonably withheld or delayedwithheld. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, and, in the case of a successor Collateral Agent, upon the execution Agent and filing or recording acceptance by such successor Agent 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 Documentsits appointment, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring former Agent in its capacity as such, without further act, deed or conveyance. Upon the effective date of resignation or removal of an Agent, and the retiring such Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal as such under this Section 8.06 no successor Agent shall have been appointed Agreement and shall have accepted such appointmentthe Related Documents, then on such 45th day (i) the retiring Agent's resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effective, but the provisions of this Article VIII Agreement and the Related Documents shall inure to its benefit as to any actions taken or omitted by it while it was Agent. If and for so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by such Agent shall be sufficiently given if given by the Required Banks, all notices or other communications required or permitted to be given to such Agent shall be given to each other Bank Party, all payments to be made to such Agent shall be made directly to the Bank Party for whose account such payment is required to be made, and any and all interests granted to such Agent for the benefit of the Bank Parties under any of the Security Documents shall be deemed to have been granted to the other Bank Parties. (b) Notwithstanding any other provision of this Agreement or the Related Documents to the contrary, none of the Agents nor any of their respective directors, officers, employees or agents shall be liable to any other Bank Party for any action taken or omitted to be taken by it while it was an Agent under or in connection with this AgreementSection 9.10.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Borrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor AgentAgent (which, which appointment shall, provided that no unless an Event of Default has occurred and is continuingcontinuing at the time of such appointment, shall be subject reasonably acceptable to the consent of the Borrower, such consent not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lender PartiesLenders, appoint a successor Agent, which, unless an Event of Default shall have occurred and is continuing, shall be reasonably acceptable to the Borrower and 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this Section 8.06 SECTION 9.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 Article VIII ARTICLE IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Agent may resign at any time by giving written notice thereof to the Lender Parties and the Borrower Borrower, and any Agent (other than Xxxxx 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 will not be effective until (x) it has also been replaced as Collateral Agent Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof. Anything herein thereof and (y) WFB’s Commitment has been terminated, reduced or assigned to other Lenders after the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal ThirdFifth Amendment Effective Date on terms satisfactory to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)it. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to Agent with the consent of the Borrower, such consent Borrower (not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required LendersXxxxxxx, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' Xxxxxxx’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, with the consent 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 is unable to find a commercial banking institution which is willing to accept such appointment shalland which meets the qualifications set forth above, provided that no Default has occurred and is continuing, be subject to this Section 7.06, the consent retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall assume and perform all of the Borrowerduties of the Administrative Agent hereunder until such time, such consent not to be unreasonably withheld or delayedif any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Each Agent may resign at any time by giving written notice thereof to the Lender Parties DIP 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Borrowers. Upon any such resignation or removalresignation, the Required DIP Lenders shall have the right to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, shall be subject reasonably satisfactory to the consent of the Borrower, such consent not to be unreasonably withheld or delayedBorrowers. If no successor Agent shall have been so appointed by the Required Lenders, DIP Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lender PartiesDIP Lenders, 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 $250,000,000100,000,000, which appointment shall, provided that no Default has occurred and is continuing, shall be subject reasonably satisfactory to the consent of the Borrower, such consent not to be unreasonably withheld or delayedBorrowers. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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 thereupon 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 this Agreement or any Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided aboveDocument. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effectiveAgent, the provisions of this Article VIII 8 shall inure (as applicable) to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreementthe Loan Documents. Upon the effectiveness of the retirement of any Administrative Agent, the retiring Administrative Agent may, at its option, (i) transfer the management of all then existing Tranche B Credit-Linked Accounts to the successor Administrative Agent or (ii) close all such Tranche B Credit-Linked Accounts upon the establishment of new Tranche B Credit-Linked Accounts with the successor Administrative Agent (and the successor Administrative Agent shall establish such new accounts) and transfer all amounts on deposit in such Tranche B Credit-Linked Accounts to such new accounts.

Successor Agents. Any Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lender Parties 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender PartiesLenders, 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, 250,000,000 and which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's ’s resignation 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 ’s resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. Any Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign as to any or all of the Facility at any time by giving written notice thereof to the Lender Parties Second Lien Lenders and the Borrower and may be removed at any time with or without cause by the Required LendersLenders with the consent of the Borrower; provided, however, that any removal of the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agentright, which appointment shall, provided that no Default has occurred and is continuing, be subject to with the consent of the Borrower, Borrower (such consent not to be unreasonably withheld withheld), to appoint a successor Agent (other than Disqualified Institutions) as to such of the Facility as to which such Agent has resigned or delayedbeen removed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, Agent then the retiring Agent may, on behalf of the Lender PartiesSecond Lien Lenders, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, 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 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, other than with respect to funds transfers and other similar aspects of the administration of Borrowings and payments by the Borrower, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement, other than as aforesaid. If within 45 30 days after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th 30th day (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 ’s resignation or removal hereunder as an Agent as to any of the Facility shall have become effective, the provisions of this Article VIII VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. (a) Any Agent may resign or, if it or its controlling Affiliate thereof is subject to a Distress Event, be removed by the Borrower or the Requisite Lenders, in each case, at any time by giving [REDACTED – Time Period] written notice thereof to the Lender Parties 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 will not be effective until it has been replaced as Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Borrower. Upon any such resignation or removalremoval as Administrative Agent, the Required Requisite Lenders shall have the right to appoint a successor Agent, Agent that is not a Disqualified Person which appointment shall, provided that no successor Agent (unless an Event of Default has occurred and is continuingcontinuing at the time of such appointment), shall be subject to approval by the consent of the Borrower, such consent Borrower (which approval shall not to be unreasonably withheld or delayedif such successor Agent is a commercial bank with a combined capital and surplus of at least [REDACTED – Dollar Amount] and otherwise may be withheld in the Borrower’s sole discretion). If no successor Agent shall have been so appointed by the Required Requisite Lenders, and shall have accepted such appointment, within 30 days [REDACTED – Time Period] after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lender PartiesLenders, appoint a successor AgentAgent that is not a Disqualified Person, 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to approval by the consent of Borrower in accordance with the Borrower, such consent not to be unreasonably withheld or delayedpreceding sentence. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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 Requisite 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Credit Documents; provided that the Borrower shall have no obligation to pay any fee to any successor Agent that is greater than or in addition to the fees payable to the Administrative Agent on the Closing Date. If within 45 days [REDACTED – Time Period] after written notice is given of the retiring Agent's ’s resignation or removal under this Section 8.06 9.6 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day [REDACTED – Time Period] (ia) the retiring Agent's ’s resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Credit Documents and (iiic) the Required Requisite Lenders shall thereafter perform all duties of the retiring Agent under the Loan Credit Documents (and, except for any indemnity payments or other amount then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender directly) until such time, if any, as the Required Requisite Lenders appoint a successor Agent that is not a Disqualified Person as provided above. After any retiring Agent's ’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agents. (a) Any Agent may resign at any time by giving written notice thereof to the Lender Parties Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal none of the Administrative Agents may resign or be removed until a successor Agent will not be effective until it has been replaced as Collateral Agent appointed and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or have accepted such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)appointment. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent, which appointment shallSyndication Agent or Documentation Agent, provided that no Default has occurred and is continuingas the case may be, be subject to the consent of the Borrower's prior written approval, such consent which approval will not to be unreasonably withheld or delayedwithheld. If no such successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender PartiesLenders, appoint a successor Administrative Agent, Syndication Agent or Documentation Agent, as the case may be, subject to Borrower's prior written approval, which approval will not be unreasonably withheld, which successor Administrative Agent, Syndication Agent or Documentation Agent, as the case may be, 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 and thereof, or any Affiliate of such bank, having a combined capital and surplus of at least $250,000,000, which appointment shall, provided that no Default has occurred and 100,000,000. If at any time SunTrust is continuing, be subject to the consent of the Borrower, such consent not removed as or ceases to be unreasonably withheld or delayed. a Lender, SunTrust shall simultaneously resign as Administrative Agent. (b) Upon the acceptance of any appointment as an the Administrative Agent, the Syndication Agent or the Documentation Agent, as the case may be, hereunder by a successor Agent, andsuch successor Administrative Agent, in Syndication Agent or Documentation Agent, as the case of a successor Collateral Agentmay be, 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 thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, Syndication Agent or Documentation Agent, as the case may be, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this 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 Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided aboveAgreement. After any retiring Agent's resignation or removal hereunder as an Administrative Agent, Syndication Agent shall have become effectiveor Documentation Agent, as the case may be, the provisions of this Article VIII X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent, Syndication Agent or Documentation Agent, as the case may be, under this Agreement.

Successor Agents. 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 Each of the Administrative Agent will not be effective until it has been replaced as and Collateral Agent and released from all obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if 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, any Swingline Lender and/or Collateral Agent is not becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender having a Revolving Credit Commitment equal or Collateral Agent, may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower upon ten (10) days’ notice to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement)Lenders. Upon receipt of any such notice of resignation or removal, as the Required case may be, the Majority Lenders shall have the right to appoint a successor Agentright, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent Borrower (not to be unreasonably withheld or delayed) so long as no 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 If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Required Lenders, Majority Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Agent may, may on behalf of the Lenders, the Swingline Lender Partiesand the Issuing Banks, appoint a successor AgentAgent 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, which then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be a commercial bank organized discharged from its duties and obligations hereunder and under the laws other Credit Documents (except that in the case of any collateral security held by such Agent on behalf of the United States Lenders or of any State thereof Issuing Banks under and having Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a combined capital successor Agent is appointed) and surplus of at least $250,000,000(b) all payments, which appointment shall, communications and determinations provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld made by, to or delayedthrough 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 any a successor’s appointment as an the Administrative Agent hereunder by a successor Agent, and, in the case of a successor 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 amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral 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 Loan Documentsother Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). If within 45 days after written notice is given of After the retiring Agent's ’s resignation or removal under this Section 8.06 no successor Agent shall have been appointed hereunder and shall have accepted such appointment, then on such 45th day (i) the retiring Agent's resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as an Agent shall have become effectiveother Credit Documents, the provisions of this Article VIII Section 12 (including Section 12.7) and Section 13.5 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to Subagents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by it any of them while it 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 and Swingline Lender. 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 this Agreementthe 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. 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 will not be effective until it has also been replaced as Collateral Agent Agent, Swing Line Bank and released from all of its obligations in respect thereof. Anything herein to the contrary notwithstanding, the Administrative Agent shall resign if at any time the Administrative Agent is not a Lender having a Revolving Credit Commitment equal to the lesser of $10,000,000 or the Revolving Credit Commitment of the next highest Lender (or such ratably lesser amount if the Revolving Credit Commitments have been reduced in accordance with this Agreement). Upon any such resignation or removal, the Required Lenders shall have the right 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, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, appoint a successor Agent, which shall be a commercial bank or other financial institution 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, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, Agent 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, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent's resignation or removal under this Section 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (ia) the retiring Agent's resignation or removal shall become effective, (iib) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iiic) 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 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.