Common use of Successor Agents Clause in Contracts

Successor Agents. 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 Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, 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. 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor 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 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 Borrowers 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. After any retiring Agent's resignation or removal hereunder as Agent as to all of the Facilities, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreement.

Successor Agents. The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Administrative Agent as to such with, unless an Event of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp.the Borrower, such which consent shall not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Administrative Agent may, on behalf of the Lender Parties, appoint a successor AgentAdministrative Agent with, subject, so long as no unless an Event of Default shall have occurred and be continuing, to the consent of Crompton Corp.the Borrower, such which consent shall not to be unreasonably withheld or delayed, which shall be a commercial bank organized under under, or having a branch authorized to operate under, the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent's resignation or removal hereunder as Agent as to all of the FacilitiesAdministrative Agent, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Agents. The Administrative 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 Borrowers BMCA and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, 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 delayedAdministrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lender PartiesLenders, appoint a successor Administrative 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 or a foreign bank with a branch permitted to do business in the United States and operating in any State thereof, and in each case having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral DocumentsAdministrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative 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). 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 If within 45 days after written notice is given of the retiring Administrative Agent’s resignation or removal under this Section 7.06, no successor Administrative Agent as to shall have been appointed and shall have accepted such Facilitiesappointment, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under then on such Facilities, issuances of Letters of Credit 45th day (notwithstanding any resignation as Agent with respect to the Letter of Credit Facilitya) and payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent’s resignation or removal shall become effective, (b) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under this Agreement as to such Facilities, the Loan Documents (other than duties and obligations resulting from its gross negligence or willful misconduct) and (c) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as aforesaidthe Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent as to all of the Facilitiesshall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Agents. The Administrative Agent may resign as or, (a) if it or a controlling Affiliate thereof is subject to any a Distress Event, be removed by the Borrower or all of the Facilities Requisite Lenders, in each case, at any time by giving ten (10) days’ written notice thereof to the Lender Parties Lenders and the Borrowers and may be Borrower or (b) removed as to all of the Facilities at any time with or without cause by the Required Requisite Lenders. Upon any such resignation or removalremoval as Administrative Agent, the Required Requisite Lenders shall have the right to appoint a successor Administrative Agent as to such that is not a Disqualified Person which successor Administrative Agent (unless an Event of the Facilities as to which the Agent Default has resigned or been removed, subject, so long as no Default shall have occurred and is continuing at the time of such appointment), shall be continuing, subject to approval by the consent of Crompton Corp., such consent Borrower (which approval shall not to be unreasonably withheld or delayedif such successor Administrative 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 Administrative 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 AgentAdministrative Agent that is not a Disqualified Person, subject, so long as no Default shall have occurred and be continuing, subject to approval by the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under Borrower in accordance with the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$250,000,000preceding sentence. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Agent as to all and, in the case of the Facilities and a successor Collateral Trustee, 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 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 Administrative Agent that is greater than or in addition to the fees payable to the Administrative Agent on the Closing Date. 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 If within 30 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 9.7 no successor Administrative Agent as to shall have been appointed and shall have accepted such Facilitiesappointment, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under then on such Facilities, issuances of Letters of Credit 30th day (notwithstanding any resignation as Agent with respect to the Letter of Credit Facilitya) and payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent’s resignation shall become effective, (b) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under this Agreement the Credit Documents and (c) the Requisite Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Credit Documents (and, except for any indemnity payments or other amount then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time, if any, as to such Facilities, other than the Requisite Lenders appoint a successor Administrative Agent that is not a Disqualified Person as aforesaidprovided above. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent as to all of the Facilitiesshall have become effective, the provisions of this Article VII Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Agents. The Administrative Agent or the Documentation 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 Borrowers Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent or Documentation Agent, as to such the case may be, with the approval of the Facilities as to which the Agent has resigned or been removed, subject, Borrower so long as no Event of Default shall have occurred and be continuing, to the consent of Crompton Corp.exists, such consent approval not to be unreasonably withheld or delayed. If no successor Administrative Agent or Documentation Agent, as the case may be, shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s or Documentation Agent’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Administrative Agent or Documentation Agent, then the retiring Administrative Agent or Documentation Agent may, on behalf of the Lender PartiesLenders, with the approval of the Borrower, such approval not to be unreasonably withheld, appoint a successor Administrative Agent or Documentation 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 delayedcase may be, 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 US$250,000,000$500,000,000. Upon the acceptance of any appointment as Administrative Agent or Documentation Agent hereunder by a successor Administrative Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or noticesDocumentation Agent, as the case 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 Documentsbe, such successor Administrative Agent or Documentation Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent or Documentation Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (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 Documentation Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaidAgreement. After any retiring Administrative Agent's ’s or Documentation Agent’s resignation or removal hereunder as Administrative Agent as to all of the Facilitiesor Documentation Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities or Documentation Agent under this Agreement.

Successor Agents. The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Administrative Agent as to such with, unless an Event of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp.the Borrower, such which consent shall not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Administrative Agent may, on behalf of the Lender Parties, appoint a successor AgentAdministrative Agent with, subject, so long as no unless an Event of Default shall have occurred and be continuing, to the consent of Crompton Corp.the Borrower, such which consent shall not to be unreasonably withheld or delayed, which shall be a commercial bank organized under under, or having a branch authorized to operate under, the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral DocumentsAdministrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative 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 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 Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent's resignation or removal hereunder as Agent as to all of the FacilitiesAdministrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Agents. The Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrowers Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removedright, subject, so long as no Default shall have occurred and be continuing, to with the consent of Crompton Corp., the 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, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all and, in the case of the Facilities and 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, 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 If within 45 days after written notice is given of the Facilities and upon the execution and filing retiring Agent's resignation 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 removal under this Section 7.06 no successor Agent shall succeed to have been appointed and become vested with all the rightsshall have accepted such appointment, powers, discretion, privileges and duties of then on such 45th day (i) the retiring Agent as to such FacilitiesAgent's resignation or removal shall become effective, 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 Facilityii) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement 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 to such Facilities, other than the Required Lenders appoint a successor Agent as aforesaidprovided above. After any retiring Agent's resignation or removal hereunder as Agent as to all of the Facilitiesshall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreement.

Successor Agents. 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 Borrowers Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, to with the consent of Crompton Corp., the Borrower (such 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, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor 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 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 Borrowers 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. After any retiring Agent's resignation or removal hereunder as Agent as to all of the FacilitiesAgent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreement; provided, however, that the provisions of Section 7.05 shall continue to enure for the benefit of the retiring Agent with respect to any matter arising out of facts or circumstances prior to such resignation or removal.

Successor Agents. The Each of the Administrative Agent and the Collateral 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 Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Administrative Agent or Collateral Agent, as to such of the Facilities as to which the Agent has resigned or been removed, 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 delayedcase may be. If no successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agentagent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent agent may, on behalf of the Lender PartiesLenders, appoint a successor Administrative Agent or Collateral 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 delayedcase may be, which shall be a Lender or a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any its appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder by a successor Administrative Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or noticesCollateral Agent, as the case 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 Documentsbe, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges rights and duties of the retiring Administrative Agent or Collateral Agent, and as the case may be, and, upon such acceptance of appointment, such retiring Agent 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 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 Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaidhereunder. After any retiring Agentagent's resignation or removal hereunder as Administrative Agent as to all of the Facilitiesor Collateral Agent, the provisions of this Article VII Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, as to any Facilities under this Agreementthe case may be.

Successor Agents. The (a) Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to notifying the Lender Parties Lenders and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required Lenderssuch resignation. Upon any such resignation or removalby the Administrative Agent, the Required Lenders shall have the right to appoint a successor Agent as to such right, with the consent (provided that no Event of Default or Default has occurred and is continuing) of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., Borrowers (such consent not to be unreasonably withheld or delayed), to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of Administrative Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Administrative Agent may, on behalf with the consent (provided no Event of Default or Default has occurred or is continuing) 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., Borrowers (such consent not to be unreasonably withheld or delayed), which appoint a successor Administrative Agent with respect to the scope of its resignation which, in the case of the retiring Administrative Agent, shall be a commercial bank organized under the laws of the United States institution with an office in New York, New York, or an Affiliate of any State thereof and having a combined capital and surplus of at least US$250,000,000such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documentssuccessor, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of for which the retiring AgentAdministrative Agent is retiring, and the retiring Administrative Agent shall be discharged from its such duties and obligations hereunder and under the other Loan Documents. Upon Documents that are applicable thereto (but not, for the acceptance avoidance of doubt, 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 from which the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments is not resigning). The fees payable by the Borrowers in respect of such Facilities, and the retiring to a successor Administrative Agent shall be discharged from the same as those payable to its duties predecessor unless otherwise agreed among the Borrowers and obligations under this Agreement as to such Facilities, other than as aforesaidsuccessor. After any the retiring Administrative Agent's ’s resignation or removal hereunder as Agent as to all of the Facilitieshereunder, the provisions of this Article VII 8 and ‎Section 10.04 shall inure to continue in effect for the benefit of such retiring Administrative 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 was Agent acting as to any Facilities under this Agreement.an Administrative Agent. 134

Successor Agents. The (a) Any Agent may resign as to any or all of the Facilities at any time by giving 30 days’ prior written notice thereof to the Lender Parties and the Borrowers 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 it (or its Affiliate) has been replaced as an Issuing Bank and released from all obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, 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 delayedAgent. 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, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent as to all Agent, and, in the case of the Facilities and 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 If within 45 days after written notice is given of the Facilities and upon the execution and filing retiring Agent’s resignation 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 removal under this Section 8.06 no successor Agent shall succeed to have been appointed and become vested with all the rightsshall have accepted such appointment, powers, discretion, privileges and duties of then on such 45th day (i) the retiring Agent as to such FacilitiesAgent’s resignation or removal shall become effective, 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 Facilityii) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement 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 to such Facilities, other than the Required Lenders appoint a successor Agent as aforesaidprovided above. After any retiring Agent's ’s resignation or removal hereunder as an Agent as to all of the Facilitiesshall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent as to any Facilities under this Agreement.

Successor Agents. The Administrative 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 Borrowers and may be removed as to all Borrower, but such resignation shall not become effective until acceptance by a successor agent of the Facilities at any time with or without cause by the Required Lendersits appointment pursuant hereto. Upon any such resignation or removalresignation, the Required Lenders retiring Administrative Agent shall have the right to promptly appoint a successor Agent 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 such approval by the Borrower shall not be required at any time when a Default or Event of the Facilities as to which the Agent Default has resigned or been removed, subject, so long as no Default shall have occurred and be is continuing, to the consent of Crompton Corp., 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, subject, so long as no Default shall have occurred and be continuing, that such successor is reasonably acceptable to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayedRequired 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 US$$250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral 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 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 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 FacilitiesCredit Agreement, the other than as aforesaidFundamental Documents and any other credit documentation. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent as to all of the Facilities, the provisions of this Article VII 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this AgreementCredit Agreement and the other Fundamental Documents.

Successor Agents. The Administrative Agent may resign as to any or all of the Facilities at any time by giving thirty (30) days’ prior written notice thereof to the Lender Parties Lenders and the Borrowers Operating Partnership (on behalf of the Borrowers) and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, 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 delayedAdministrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Administrative Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lender PartiesLenders, appoint a successor Administrative Agent, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Agent as to all of the Facilities Administrative 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 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 Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as 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 If within forty-five (45) days after written notice is given of the retiring Administrative Agent’s resignation or removal under this Section 8.06 no successor Administrative Agent as to shall have been appointed and shall have accepted such Facilitiesappointment, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under then on such Facilities, issuances of Letters of Credit forty-fifth (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility45th) and payments by the Borrowers in respect of such Facilities, and day (i) the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under this Agreement the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as to such Facilities, other than the Required Lenders appoint a successor Administrative Agent as aforesaidprovided above. After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent as to all of the Facilitiesshall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent as to any Facilities under this Agreement.

Successor Agents. The Administrative Agent may resign as to any or all of the Facilities ---------------- at any time by giving written notice thereof to the Lender Parties and the Borrowers Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, 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 delayedAgent. 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor 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 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 Borrowers 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. After any retiring Agent's resignation or removal hereunder as Agent as to all of the FacilitiesAgent, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreement.

Successor Agents. The Any Agent or the Administrative Agent ---------------- (i) may resign as to any Agent or all of Administrative Agent, as the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrowers and case may be removed as to all of the Facilities at any time with be, or without cause (ii) shall resign if such resignation is requested by the Required LendersBanks, in the case of either (i) or (ii) upon not less than thirty (30) days' prior written notice to the Borrower and the Banks. Upon If any such resignation Agent or removalthe Administrative Agent shall resign under this Agreement, then either (a) the Required Lenders Banks shall have appoint from among the right to appoint Banks a successor Agent or Administrative Agent, as the case may be, for the Banks, or (b) if a successor Agent shall not be so appointed and approved within the thirty (30) day period following the Agent's or the Administrative Agent's notice to such the Banks of its resignation, then the Facilities resigning Administrative Agent or resigning Agent, as to which the Agent has resigned or been removedcase may be, subjectshall appoint, so long as no Default shall have occurred and be continuing, to with the consent of Crompton Corp.the Borrower, such consent not to be unreasonably withheld or delayed. If no withheld, a successor Agent who shall have been so appointed by serve as Agent, or Administrative Agent, as the case may be, until such time as 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, Banks 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$250,000,000agent. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent as pursuant to all of the Facilities and upon the execution and filing either clause (a) 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(b) above, such successor Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring agent and the terms "Agent" and "Administrative Agent" shall mean such successor Agent or Administrative Agent, as the case may be, effective upon its appointment, and the retiring former Administrative Agent's or Agent's rights, powers and duties as Agent or Administrative Agent shall be discharged from its duties and obligations under terminated without any other or further act or deed on the Loan Documentspart of such former Agent or Administrative Agent or any of the parties to this Agreement. Upon After the acceptance resignation of any appointment as Administrative Agent hereunder by a successor or Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Agent's resignation or removal hereunder as Agent as to all of the Facilitieshereunder, the provisions of this Article VII X shall inure to its the benefit as of such former Agent and former Administrative Agent, and such former Agent and former Administrative Agent shall not by reason of such resignation be deemed to be released from liability for any actions taken or omitted to be not taken by it while it was the Administrative Agent as to any Facilities or an Agent under this Agreement.

Successor Agents. The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrowers Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent as to such of the Facilities as to which the Administrative Agent has resigned or been removed, 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. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lender Parties, appoint a successor Administrative Agent, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds funds, transfers and other similar aspects of the administration of Borrowings borrowings under such Facilities, issuances issuance of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrowers 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 Administrative Agent's resignation or removal under this Section 7.06 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Administrative Agent's resignation or removal shall become effective, (b) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent's resignation or removal hereunder as Agent as to all of the FacilitiesAdministrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Agents. The Administrative Agent and the Collateral Agent may resign as to any or all of the Facilities at any time by giving written upon 30 days’ notice thereof to the Lender Parties Lenders and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrower. 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 Agent as to such agent (which may be an Affiliate of the Facilities as to which the Agent has resigned or been removeda Lender but not of a Loan Party), subject, so long as no Default shall have occurred and be continuing, to with the consent of Crompton Corp., such the Borrower at all times other than during the existence of an Event of Default (which consent shall not to be unreasonably withheld or delayed). If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, within 30 days after appointment prior to the retiring Agent's giving effective date of notice the resignation of resignation the Administrative Agent or the Required Lenders' removal of the retiring Collateral Agent, as applicable, then the retiring Administrative Agent mayor the Collateral Agent, as applicable, may (but shall not be obligated to), on behalf of the Lender PartiesLenders, appoint a successor Administrative Agent or Collateral Agent, subjectas applicable. Whether or not a successor has been appointed, so long such resignation shall become effective in accordance with such notice on such effective date, where (i) the retiring Administrative Agent or Collateral Agent, as no Default applicable, shall have occurred be discharged from its duties and obligations hereunder and under the other Loan Documents and Transaction Documents (except that in the case of any collateral security held by the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent or Collateral Agent, as applicable, may (but shall not be continuingobligated to) continue to hold such collateral security until such time as a successor Administrative Agent or Collateral Agent, as applicable, is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent or the Collateral Agent, as applicable, shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent or Collateral Agent, as applicable, as provided for above. In addition, the Required Lenders may instruct the Administrative Agent or the Collateral Agent, as applicable, to resign upon 30 days’ notice to the Borrower and the Administrative Agent or the Collateral Agent, as applicable, and shall specify in such notice a successor Administrative Agent or Collateral Agent, as applicable, (which successor shall be subject to the consent of Crompton Corp., such the Borrower at all times other than during the existence of an Event of Default (which consent shall not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$250,000,000)). Upon the acceptance of any a successor’s appointment hereunder as the Administrative Agent hereunder by a successor Agent as to all of or the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or noticesCollateral Agent, as may be necessary or desirableapplicable, 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 Documentshereunder, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents or Transaction Documents. Upon The fees payable by the acceptance of any appointment as Agent hereunder by Borrower to a successor Administrative Agent or Collateral Agent, as applicable, shall be the same as those payable to less than all of its predecessor unless otherwise agreed between the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, Borrower and such other instruments successor. After the retiring Administrative Agent’s or noticesCollateral Agent’s, as may be necessary or desirableapplicable, or as resignation hereunder and under the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral other Loan Documents and Transaction 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 Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Agent's resignation or removal hereunder as Agent as to all of the Facilities, the provisions of this Article VII and Section 8.3 shall inure to its continue in effect for the benefit of such retiring Administrative Agent or Collateral Agent, as to applicable, their respective 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 Administrative Agent or Collateral Agent, as applicable, was acting as the Administrative Agent or the Collateral Agent, as to any Facilities under this Agreementapplicable.

Successor Agents. The Administrative Agent may resign as to any or all of the Facilities at any time by giving 30 days’ prior written notice thereof to the Lender Parties Lenders and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalnotice of resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent as to such of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default that shall have occurred and be continuing, to been approved by the consent of Crompton Corp., 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 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$250,000,000withheld). Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral DocumentsAdministrative Agent, such successor Administrative 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 promptly (i) transfer to such applicable successor Agent all sums and other items of ABL Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the Table of Contents 92 performance of the duties and obligations of such successor Administrative Agent under the Loan Documents. Upon , and (ii) in the acceptance case of any appointment as a retiring Administrative Agent, execute and deliver to such successor Administrative Agent hereunder by a successor Agent as such amendments to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and take such other instruments or noticesactions, as may be necessary or desirable, or as appropriate in connection with the Required Lenders may request, in order assignment to continue the perfection such successor Administrative Agent of the Liens granted or purported to be granted by security interests created under the Collateral Documents, whereupon 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 hereunder. Any resignation of Wachovia or its successor as the Administrative Agent pursuant to this Agreement Section 9.07 shall also constitute the resignation of Wachovia or its successor as to such Facilities, other than as aforesaidthe Collateral Agent. After any retiring Agent's ’s resignation or removal hereunder as Agent as to all of the Facilitiesan Agent, the provisions of this Article VII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent as hereunder. Any successor Administrative Agent appointed pursuant to any Facilities under this AgreementSection 9.07 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereof.

Successor Agents. The Each Agent may resign as to any or all of the Facilities at any time by giving written Agent upon ten (10) days' notice thereof to the Lender Parties Lenders. If an Agent shall resign as Agent under this Agreement and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalother Loan Documents, then the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agent as for the Lenders (or, in the case of an Administrative Agent, the Required Syndicate Lenders of such Administrative Agent's Syndicate shall appoint from among the Lenders in such Syndicate (or other Person satisfactory to such of the Facilities as to Required Syndicate Lenders) a successor Administrative Agent for such Syndicate), which the Agent has resigned or been removed, 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. 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, subjectin the absence of the occurrence and continuance of an Event of Default, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted approved by the Collateral DocumentsBorrower, whereupon such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring resigning Agent, and the retiring term "Administrative Agent" (and the terms "BANA Administrative Agent" or "Xxxxxx Xxxxxxx Administrative Agent"), "Calculation Agent", or "Collateral Agent", as the case may be, shall mean such successor Administrative Agent, Calculation Agent or Collateral Agent, as the case may be, effective upon such appointment and approval, and the resigning Agent's rights, powers and duties as Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the Loan Documents. Upon the acceptance part of such resigning Agent or any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and upon the execution and filing parties to this Agreement 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 any holders 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 Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaidLoans. After any retiring resigning Agent's resignation or removal hereunder as Agent as to all of the FacilitiesAgent, the provisions of this Article VII ARTICLE XIIIA 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 AgreementAgreement and the other Loan Documents. Prior to the effectiveness of its resignation, the resigning Agent shall execute all documents reasonably requested by the successor Agent or the Required Lenders, as the case may be, to evidence the resignation of the resigning Agent and the transfer of its office to a successor Agent and to otherwise protect the interests of the Lenders under the Loan Documents in connection with such resignation.

Successor Agents. The Subject to the terms of this Section 12.05, each Agent may may, upon thirty days’ notice to the Lenders and the Borrower, resign as to any Administrative Agent or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrowers and may be removed Collateral Agent, as to all of the Facilities at any time with or without cause by applicable. If an Agent shall resign then the Required Lenders. Upon any such resignation or removal, the Required Lenders Xxxxxxx shall have the right to appoint a successor agent. If for any reason a successor agent is not so appointed and does not accept such appointment within thirty days of notice of resignation such Agent as may appoint a successor agent. The appointment of any successor Agent shall be subject to such the prior written consent of the Facilities as Borrower (which consent shall not be unreasonably withheld or delayed); provided that the consent of the Borrower to which the Agent has resigned any such appointment shall not be required if (i) a Default or been removed, subject, so long as no Event of Default shall have occurred and be continuing, to the consent is continuing or (ii) if such successor agent is a Lender or an Affiliate of Crompton Corp., such consent not to be unreasonably withheld Agent or delayedany Lender. If no successor Any resignation of an Agent shall have been so appointed by be effective upon the Required Lenders, and shall have accepted such appointment, within 30 days after appointment of a successor agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent's giving of notice of ’s resignation or the Required Lenders' removal of the retiring hereunder as 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities other Facility Documents and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Agent's resignation or removal hereunder as Agent as to all of the Facilities, the provisions of this Article VII 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 Agent as to any Facilities under this Agreement and under the other Facility Documents. 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. If no successor Collateral Agent or 120 750499896 22723957 751700376 22723957 Collateral Administrator, as applicable, shall have been appointed and an instrument of acceptance by a successor Collateral Agent or Collateral Administrator, as applicable, shall not have been delivered to the Collateral Agent or the Collateral Administrator, as applicable, within sixty days after giving of notice of resignation by the Collateral Agent or the Collateral Administrator, as applicable, the resigning Collateral Agent or Collateral Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent or Collateral Administrator, as applicable.

Successor Agents. The Subject to the terms of this Section 12.05, each Agent may may, upon thirty days’ notice to the Lenders and the Borrower, resign as to any Administrative Agent or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrowers and may be removed Collateral Agent, as to all of the Facilities at any time with or without cause by applicable. If an Agent shall resign then the Required Lenders. Upon any such resignation or removal, the Required Lenders Xxxxxxx shall have the right to appoint a successor agent. If for any reason a successor agent is not so appointed and does not accept such appointment within thirty days of notice of resignation such Agent as may appoint a successor agent. The appointment of any successor Agent shall be subject to such the prior written consent of the Facilities as Borrower (which consent shall not be unreasonably withheld or delayed); provided that the consent of the Borrower to which the Agent has resigned any such appointment shall not be required if (i) a Default or been removed, subject, so long as no Event of Default shall have occurred and be continuing, to the consent is continuing or (ii) if such successor agent is a Lender or an Affiliate of Crompton Corp., such consent not to be unreasonably withheld Agent or delayedany Lender. If no successor Any resignation of an Agent shall have been so appointed by be effective upon the Required Lenders, and shall have accepted such appointment, within 30 days after appointment of a successor agent pursuant to this Section 12.05. After the effectiveness of any retiring Agent's giving of notice of ’s resignation or the Required Lenders' removal of the retiring hereunder as 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities other Facility Documents and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Agent's resignation or removal hereunder as Agent as to all of the Facilities, the provisions of this Article VII 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 Agent as to any Facilities under this Agreement and under the other Facility Documents. 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. If no successor Collateral Agent or Collateral Administrator, as applicable, shall have been appointed and an instrument of acceptance by a successor Collateral Agent or Collateral Administrator, as applicable, shall not have been delivered to the Collateral Agent or the Collateral Administrator, as applicable, within sixty days after giving of notice of resignation by the Collateral Agent or the Collateral Administrator, as applicable, the resigning Collateral Agent or Collateral Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent or Collateral Administrator, as applicable.

Successor Agents. The Administrative Agent may resign as to any or all of the Facilities at any time by giving written Administrative Agent upon thirty (30) Business Days’ notice thereof to the Lender Financing Parties and the Borrowers Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and may be removed as to all of the Facilities at any time with or without cause by other Financing Documents, then the Required Lenders. Upon any such resignation or removal, Financing Parties shall appoint from among the Required Lenders shall have the right to appoint a successor Agent as agent for the Financing Parties, which successor agent shall (unless an Event of Default under Section 8.1 or 8.5 with respect to such of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default Borrower shall have occurred and be continuing, ) be subject to approval by the consent of Crompton Corp., 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 the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is thirty (30) Business Days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Financing Parties shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Financing Parties appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Article 9 and of Section 10.5 shall continue to inure to its benefit. The Collateral Agent may resign as Collateral Agent upon 30 days’ notice to the Administrative Agent, the Financing Parties and the Borrower. If the Collateral Agent shall have been so appointed by resign as Collateral Agent under this Agreement and 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 Agentother Financing Documents, then the retiring Agent may, on behalf of Required Financing Parties shall appoint from among the Lender Lenders a successor agent for the Financing Parties, appoint a which successor Agent, subject, so long as no agent shall (unless an Event of Default under Section 8.1 or 8.5 with respect to the Borrower shall have occurred and be continuing, ) be subject to approval by the consent of Crompton Corp., such consent Borrower (which approval shall not to be unreasonably withheld or delayed), which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, whereupon such successor Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Collateral Agent, and the retiring term “Collateral Agent” shall mean such successor agent effective upon such appointment and approval, and the former Collateral Agent’s rights, powers and duties as Collateral Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the Loan Documentspart of such former Collateral Agent or any of the parties to this Agreement or any holders of the Loans. Upon the acceptance of any If no successor agent has accepted appointment as Collateral Agent hereunder by the date that is 30 days following a successor Agent as to less than retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective, and the Financing Parties shall assume and perform all of the Facilities and upon duties of the execution and filing or recording of Collateral Agent hereunder until such financing statementstime, or amendments theretoif any, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such Financing Parties appoint a successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent 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 Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaidprovided for above. After any retiring Collateral Agent's ’s resignation or removal hereunder as Agent as to all of the FacilitiesCollateral Agent, the provisions of this Article VII 9 and of Section 10.5 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreementbenefit.

Successor Agents. The (a) Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to notifying the Lender Parties Lenders and the Borrowers and may be removed Borrower as to all of the Facilities at any time with or without cause by the Required Lenderssuch resignation. Upon any such resignation or removalby the Administrative Agent, the Required Lead Lenders shall have the right to appoint a successor Agent as to such right, with the consent (provided that no Event of Default or Default has occurred and is continuing) of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, Lead Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of Administrative Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Administrative Agent may, on behalf with the consent (provided no Event of Default or Default has occurred or is continuing) 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., Borrower (such consent not to be unreasonably withheld or delayed), which appoint a successor Administrative Agent with respect to the scope of its resignation which, in the case of the retiring Administrative Agent, shall be a commercial bank organized under the laws of the United States institution with an office in New York, New York, or an Affiliate of any State thereof and having a combined capital and surplus of at least US$250,000,000such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documentssuccessor, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of for which the retiring AgentAdministrative Agent is retiring, and the retiring Administrative Agent shall be discharged from its such duties and obligations hereunder and under the other Loan Documents. Upon Documents that are applicable thereto (but not, for the acceptance avoidance of doubt, 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 from which the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments is not resigning). The fees payable by the Borrowers in respect of such Facilities, and the retiring Borrower to a successor Administrative Agent shall be discharged from the same as those payable to its duties predecessor unless otherwise agreed among the Borrower and obligations under this Agreement as to such Facilities, other than as aforesaidsuccessor. After any the retiring Administrative Agent's ’s resignation or removal hereunder as Agent as to all of the Facilitieshereunder, the provisions of this Article VII 8 and ‎Section 10.04 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Agent acting as to any Facilities under this Agreementan Administrative Agent.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties Banks and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders Banks shall have the right to appoint a successor Administrative Agent or Collateral Agent, as to such of the Facilities as to which the Agent has resigned or been removed, 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 delayedcase may be. If no successor Administrative Agent or Collateral Agent, as the case may be, shall have been so appointed by the Required LendersBanks, and shall have accepted such appointment, within 30 days after the retiring Agentagent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent agent may, on behalf of the Lender PartiesBanks, appoint a successor Administrative Agent or Collateral 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 delayedcase may be, which shall be a Bank or 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 US$250,000,000$100,000,000. Upon the acceptance of any its appointment as Administrative Agent or Collateral Agent, as the case may be, hereunder by a successor Administrative Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or noticesCollateral Agent, as the case 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 Documentsbe, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges rights and duties of the retiring Administrative Agent or Collateral Agent, and as the case may be, and, upon such acceptance of appointment, the retiring Agent 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 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 Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaidhereunder. After any retiring Agentagent's resignation or removal hereunder as Administrative Agent as to all of the Facilitiesor Collateral Agent, the provisions of this Article VII Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, as to any Facilities under this Agreementthe case may be.

Successor Agents. The Agent may At any time from and after the earliest of (a) the occurrence of an Event of Default, (b) Investors Heritage Life Insurance Company or any of its Affiliates do not hold any Loans, (c) it becomes illegal or practically impossible for Aquarian Credit Funding LLC to remain as an Administrative Agent, (d) the Lenders unanimously vote to remove Aquarian Credit Funding LLC as the Administrative Agent, Aquarian Credit Funding LLC shall have the right to resign as to any or all of the Facilities at any time Administrative Agent by giving thirty days’ prior written notice thereof to the Lender Parties Lenders and the Borrowers Borrowers, and Aquarian Credit Funding LLC may be removed as to all of the Facilities 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. 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 as to such of the Facilities as to which the Agent has resigned or been removed, 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. 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 Administrative 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. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaidhereunder. After any retiring or removed Administrative Agent's ’s resignation or removal hereunder as Agent as to all of the FacilitiesAdministrative Agent, the provisions of this Article VII 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 the Administrative Agent as hereunder. Notwithstanding anything to any Facilities under 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. The Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrowers 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 Monitoring Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof (other than obligations resulting from its gross negligence or willful misconduct). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, 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 delayedAgent. 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$250 million. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all and, in the case of the Facilities and 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). Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all If within 45 days after written notice is given of the Facilities and upon the execution and filing retiring Agent's resignation or recording of such financing statementsremoval under this Section 7.06, 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 no successor Agent shall succeed to have been appointed and become vested with all the rightsshall have accepted such appointment, powers, discretion, privileges and duties of then on such 45th day (a) the retiring Agent as to such FacilitiesAgent's resignation or removal shall become effective, 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 Facilityb) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement as to such Facilities, the Loan Documents (other than duties and obligations resulting from its gross negligence or willful misconduct) and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as aforesaidthe Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as Agent as to all of the Facilitiesshall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreement.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as Administrative Agent (as to any one or all of the Facilities at any time by giving written more Classes) or Collateral Agent, as applicable, upon 30 days’ notice thereof to the Lender Parties Lenders and the Borrowers Borrowers; provided that any such resignation by JPMCB shall also constitute its resignation as L/C Issuer and Swingline Lender. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent or Collateral Agent, as the case may be, may be removed as to all the Administrative Agent or Collateral Agent, as the case may be, at the reasonable request of the Facilities at any time with or without cause by Canadian Borrower and the Required Lenders. Upon any such resignation or removal, the Required Lenders of the applicable Class or Classes shall have the right right, in consultation with the Borrowers, to appoint a successor Agent as to Administrative Agent, which shall be a bank with an office in the United States, or an Affiliate of any such of bank with an office in the Facilities as to which United States. Upon any such resignation or removal, the Agent has resigned or been removed, subject, so long as no Default Required Lenders shall have occurred and be continuingthe right, in consultation with the Borrowers, to appoint a successor Collateral Agent, which shall be a bank with an office in the consent United States, or an Affiliate of Crompton Corp., any such consent not to be unreasonably withheld or delayedbank with an office in the United 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, subjectas the case may be, so long as no Default selected from among the Lenders, and meeting the qualifications set forth above. In any case, such appointment shall have occurred and be continuing, subject to the consent prior written approval of Crompton Corp., such consent the Borrowers (which approval may not to be unreasonably withheld or delayed, which and shall not be a commercial bank organized under required upon the laws occurrence and during the continuance of the United States or an Event of any State thereof and having a combined capital and surplus of at least US$250,000,000Default). Upon the acceptance of any appointment as Administrative Agent hereunder or Collateral Agent by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral DocumentsAgent, 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. After such resignation, the retiring Agent shall continue to have the benefit of this Article VIII as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement and the other Loan Documents. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent hereunder, the Person acting 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 powers and duties of the retiring Agent as to such Facilities(and, other than with respect to funds transfers if applicable, L/C Issuer 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 FacilitySwingline Lender) and payments by the Borrowers in respect of respective terms “Administrative Agent,” “L/C Issuer,” “Swingline Lender,” and “Collateral Agent” shall mean such Facilitiessuccessor Administrative Agent, L/C Issuer, Swingline Lender or Collateral Agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its terminated, the retiring L/C Issuer’s and Swingline Lender’s rights, powers and duties as such shall be terminated and obligations under this Agreement the retiring Collateral Agent’s rights, powers and duties as to such Facilitiesshall be terminated shall be terminated, without any other or further act or deed on the part of such retiring Administrative Agent, L/C Issuer, Swingline Lender, Collateral Agent or any other Lender, other than as aforesaidthe obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent's ’s or Collateral Agent’s resignation or removal hereunder as Administrative Agent or Collateral Agent, as to all of the Facilitiesapplicable, the provisions of this Article VII VIII and Sections 9.05 and 9.24 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities or Collateral Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring or removed Administrative Agent’s notice of resignation or removal, the retiring Administrative Agent’s resignation or removal shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. If no successor Collateral Agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring or removed Collateral Agent’s notice of resignation or removal, the retiring or removed Collateral Agent’s resignation or removal shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Any resignation or replacement of JPMCB as Administrative Agent pursuant to this Section shall also constitute its resignation or replacement as L/C Issuer and Swingline Lender. If JPMCB resigns or is replaced as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation or replacement as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Revolving R-2 Facility Loans or fund risk participations in Unpaid Drawings. After such resignation or replacement, JPMCB shall not be required to issue additional Letters of Credit or amend or renew Existing Letters of Credit or issue additional Swingline Loans. If JPMCB resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Revolving R-2 Facility Loans or fund risk participations in outstanding Swingline Loans. Upon the appointment by the Canadian Borrower of a successor L/C Issuer or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as applicable, (b) the retiring L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C 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 JPMCB to effectively assume the obligations of JPMCB with respect to such Letters of Credit.

Successor Agents. The Administrative Agent may resign as Administrative Agent upon thirty (30) days’ notice to any or all each Lender, the Collateral Agent and the Borrower with such resignation becoming effective upon a successor agent succeeding to the rights, powers and duties of the Facilities at any time by giving written Administrative Agent pursuant to this Section 7.8. In addition, the Majority Lenders may remove the Administrative Agent upon thirty (30) days’ notice thereof to the Administrative Agent, the Collateral Agent, each Lender Parties and the Borrowers upon a finding that the Administrative Agent has materially breached its duties hereunder, which notice shall set forth with specificity the nature and may dates of any such material breaches. If the Administrative Agent shall resign or be removed as to all of under this Agreement, then the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor Agent as to such administrative agent, which may be a Lender, and, if not a Lender, with the prior written consent of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., Borrower (such consent not to be unreasonably withheld or delayed). If no Any 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent administrative agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring resigning Administrative Agent, and the retiring term “Administrative Agent” shall mean such successor administrative agent effective upon its appointment, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the Loan Documentspart of the former Administrative Agent or any of the parties to this Agreement. Upon After the acceptance retiring Administrative Agent’s resignation as Administrative Agent or the removal of any appointment as Agent hereunder by a successor the Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor 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 Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent's resignation or removal hereunder as Agent as to all of the Facilities, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Agents. The Administrative Agent may resign as to any or all of the Facilities at any time by giving at least 15 days prior written notice thereof to the Lender Parties Banks, the Collateral Agent and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders Banks shall have the right to appoint a successor Administrative Agent as to approved by the Borrower (such of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent approval not to be unreasonably withheld or delayedwithheld); provided that no approval of the Borrower shall be necessary if an Event of Default has occurred and is continuing. If no successor Administrative Agent shall have been so appointed by the Required LendersBanks and, if required, approved by the Borrower and shall have accepted such appointment, within 30 days after the retiring Agent's giving of Administrative Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Administrative Agent may, on behalf of the Lender PartiesBanks, appoint a successor Administrative 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 or licensed 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$50,000,000. The Collateral Agent may resign at any time by giving at least 30 days prior written notice thereof to the Administrative Agent, the Banks and the Borrower. Upon any such resignation, the Administrative Agent shall have the right to appoint a successor Collateral Agent approved by the Borrower (such approval not to be unreasonably withheld); provided that no approval of the Borrower shall be necessary if an Event of Default has occurred and is continuing. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statementsan Agent, 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 each successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges rights 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 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 Borrowers 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 aforesaidSection 9.10). After any retiring Agent's ’s resignation or removal hereunder as Agent as to all of the Facilitiesan Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this AgreementAgent.

Successor Agents. The Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign as to any or all of the Facilities Facility at any time by giving written notice thereof to the Lender Parties Second Lien Lenders and the Borrowers Borrower and may be removed as to all of the Facilities 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. Upon any such resignation or removal, the Required Lenders shall have the right right, with the consent of the Borrower (such consent not to be unreasonably withheld), to appoint a successor Agent (other than Disqualified Institutions) as to such of the Facilities Facility as to which the such Agent has resigned or been removed, 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. 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, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all and, in the case of the Facilities and 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 and, in the case of the Facilities and 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 FacilitiesAgent, 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 FacilitiesBorrower, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such FacilitiesAgreement, other than as aforesaid. If within 30 days after written notice is given of the retiring Agent’s resignation or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 30th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's ’s resignation or removal hereunder as Agent as to all any of the FacilitiesFacility shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreement.

Successor Agents. The Any Agent may resign as (in the case of any Collateral Agent, subject to any or all the terms of the Facilities Intercreditor Agreement) and, at the request of the Required Interest Holders, shall, resign at any time by giving written notice thereof to the Lender Parties Purchasers, the Issuer and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersGuarantor. Upon any such resignation or removal(in the case of any Collateral Agent, subject to the terms of the Intercreditor Agreement), the Required Lenders Interest Holders shall have the right to appoint a successor Agent as to such replace the resigning Agent with (provided that no Event of the Facilities as to which the Agent Default has resigned or been removed, subject, so long as no Default shall have occurred and be is continuing, to ) the consent of Crompton Corp., such the Issuer and the Guarantor (which consent shall not to be unreasonably withheld or delayedwithheld). If Subject to the terms of the Intercreditor Agreement with respect to the Collateral Agents, if no successor Agent shall have been so appointed by the Required LendersInterest Holders (with the consent of the Issuer and the Guarantor, if appropriate) and shall have accepted such appointment, within 30 days after the retiring Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentresignation, 44 then the retiring Agent may, on behalf of the Lender PartiesPurchasers, appoint a successor Agent in such capacity, which successor Agent shall be (i) in the case of a successor to the Administrative Agent or the Principal Paying 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 or licensed under the laws of the United States or of any State state thereof and having a combined capital and surplus of at least US$250,000,000$100,000,000 or (ii) in the case of a successor to the Brazilian Collateral Agent, a commercial bank organized or licensed under the laws of Brazil having a combined capital and surplus of at least $50,000,000, or a Brazilian branch of a commercial bank meeting the requirements of clause (i) above. Upon the acceptance of any its appointment as an Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral DocumentsAgent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges rights and duties of the retiring AgentAgent in its capacity as such, 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 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 Borrowers 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 aforesaidhereunder. After any retiring Agent's resignation or removal hereunder Agent resigns as Agent as to all of the Facilitieshereunder, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this AgreementAgent.

Successor Agents. The Any Agent may resign as to any or all of the Facilities at any ---------------- time by giving written notice thereof to the Lender Parties and the Borrowers Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as (subject to such the Borrower's approval (at any time when no Event of the Facilities as to which the Agent Default has resigned or been removed, subject, so long as no Default shall have occurred and be is continuing), to the consent of Crompton Corp., such consent which 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 PartiesParties (subject to the Borrower's approval (at any time when no Event of Default has occurred and is continuing), which shall not be unreasonably withheld or delayed), appoint a successor Agent, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and 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 If within 45 days after written notice is given of the Facilities and upon the execution and filing retiring Agent's resignation 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 removal under this Section 7.06 no successor Agent shall succeed to have been appointed and become vested with all the rightsshall have accepted such appointment, powers, discretion, privileges and duties of then on such 45th day (i) the retiring Agent as to such FacilitiesAgent's resignation or removal shall become effective, 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 Facilityii) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement 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 to such Facilities, other than the Required Lenders appoint a successor Agent as aforesaidprovided above. After any retiring Agent's resignation or removal hereunder as Agent as to all any of the FacilitiesFacilities shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any such Facilities under this Agreement.

Successor Agents. The 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 Borrowers 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 released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, 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 delayedAgent. 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, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all and, in the case of the Facilities and 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 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all If within 45 days after written notice is given of the Facilities and upon the execution and filing retiring Agent’s resignation 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 removal under this Section 8.06 no successor Agent shall succeed to have been appointed and become vested with all the rightsshall have accepted such appointment, powers, discretion, privileges and duties of then on such 45th day (a) the retiring Agent as to such FacilitiesAgent’s resignation or removal shall become effective, 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 Facilityb) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as to such Facilities, other than the Required Lenders appoint a successor Agent as aforesaidprovided above. After any retiring Agent's ’s resignation or removal hereunder as Agent as to all of the Facilitiesshall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this AgreementAgent.

Successor Agents. The Administrative Agent or the Documentation 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 Borrowers Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent or Documentation Agent, as to such the case may be, with the approval of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp.Borrower, such consent approval not to be unreasonably withheld or delayedwithheld. If no successor Administrative Agent or Documentation Agent, as the case may be, shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's or Documentation Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Administrative Agent or Documentation Agent, then the retiring Administrative Agent or Documentation Agent may, on behalf of the Lender PartiesLenders, with the approval of the Borrower, such approval not to be unreasonably withheld, appoint a successor Administrative Agent or Documentation 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 delayedcase may be, 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 US$250,000,000$500,000,000. Upon the acceptance of any appointment as Administrative Agent or Documentation Agent hereunder by a successor Administrative Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or noticesDocumentation Agent, as the case 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 Documentsbe, such successor Administrative Agent or Documentation Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent or Documentation Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (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 Documentation Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaidAgreement. After any retiring Administrative Agent's or Documentation Agent's resignation or removal hereunder as Administrative Agent as to all of the Facilitiesor Documentation Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities or Documentation Agent under this Agreement.

Successor Agents. The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrowers Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent as to such of the Facilities as to which the Administrative Agent has resigned or been removed, 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. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lender Parties, appoint a successor Administrative Agent, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds funds, transfers and other similar aspects of the administration of Borrowings borrowings under such Facilities, issuances issuance of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrowers Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent's resignation or removal hereunder as Agent as to all of the FacilitiesAdministrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Agents. The Funding 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 Borrowers Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Funding Agent as to such of with the Facilities as to which the Agent has resigned or been removed, subjectconsent, so long as no Event of Default shall have has occurred and be is continuing, to of the Borrower (which consent of Crompton Corp., such consent shall not to be unreasonably withheld or delayed). If no successor Funding Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Funding Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Funding Agent, then the retiring Funding Agent may, on behalf of the Lender PartiesLenders, appoint a successor Funding 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$250,000,000an Eligible Assignee. Upon the acceptance of any appointment as Funding Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral DocumentsFunding Agent, such successor Funding Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Funding 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 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 Borrowers in respect of such Facilities, and the retiring Funding Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaidAgreement. After any retiring Funding Agent's resignation or removal hereunder as Agent as to all of the FacilitiesFunding Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Funding Agent as to any Facilities under this Agreement.

Successor Agents. The Administrative Agent may resign as to any or all of the Facilities at any time by giving written give notice thereof of its resignation to the Lender Parties Lenders and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersParent Guarantor. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removedright, subject, so long as no Default shall have occurred and be continuing, subject to the consent of Crompton Corp., such consent the Parent Guarantor (not to be unreasonably withheld or delayed) so long as no Event of Default under Section 9.1 or 9.5 is continuing, to appoint a successor, which shall be a bank with an office in the United States, or a Bank 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 AgentAgent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Parent Guarantor and the Lenders that no qualifying Person has accepted such appointment, subjectthen such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Senior Finance Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Senior Finance Documents, so long the retiring Administrative Agent shall continue to hold such collateral security until such time as no Default shall have occurred a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be continuingmade by, to or through the consent of Crompton Corp.Administrative Agent shall instead be made by or to each Lender directly, until such consent not to be unreasonably withheld or delayed, which shall be time as the Required Lenders appoint 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$250,000,000successor Administrative Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as the Administrative Agent hereunder by hereunder, and if such successor is appointed as a successor Agent as to all of the Facilities and Security Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the U.S. 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 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 Senior Finance Documents (if not already discharged therefrom as provided above in this Section). Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments The fees payable by the Borrowers in respect of to such Facilities, and the retiring Agent shall be discharged from the same as those payable to its duties predecessor unless otherwise agreed between the Parent Guarantor and obligations under this Agreement as to such Facilities, other than as aforesaidsuccessor. After any the retiring Agent's ’s resignation or removal hereunder as Agent as to all of and under the Facilitiesother Senior Finance Documents, the provisions of this Article VII 10 (including Section 10.7) and Section 12.5 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 Agent acting as to any Facilities under this Agreementan Agent.

Successor Agents. The Agent may resign as to any or all Each of the Facilities at any time by giving written notice thereof to the Lender Parties Administrative Agent and the Borrowers and Collateral Agent may be removed by the Required Lenders (which for the purposes thereof, shall not include the pro rata interest of Lender then serving as to all of the Facilities at any time Administrative Agent, if applicable) with or without cause by upon 10 days’ notice to such Agent. Any Agent may resign hereunder and under the Required Lendersother Loan Documents upon 30 days’ notice to Lender and Borrower. Upon any such the resignation or removalremoval of any Agent, the Required Lenders shall have the right to appoint a successor Administrative Agent as to such of the Facilities as to which the Agent has resigned or been removed, 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. 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 Collateral Agent, then as 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$250,000,000case may be. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent as to all of in such capacity hereunder and under 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 Loan Documents, such a successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring or removed Agent in such capacity, and the term “Administrative Agent” or “Collateral Agent”, as the case may be, shall mean such successor Administrative Agent or Collateral Agent, as the case may be, and the retiring or removed Agent’s rights, powers and duties as Agent in such 136 capacity shall be discharged from its duties and obligations under the Loan Documentsterminated. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Agent's resignation or removal hereunder as Agent as to all of the Facilities, the The provisions of this Article VII X shall continue to inure to its the benefit of the Agent that has resigned or been removed as to any actions taken or omitted to be taken by it while it was an Agent as to any Facilities under this AgreementAgreement and the other Loan Documents. If no successor Agent has accepted appointment as Agent in the applicable capacity by the date which is 10 days or 30 days, as applicable, following a retiring Agent’s notice of resignation or receipt of notice of removal, the retiring Agent’s resignation or removal shall nevertheless be effective and the Required Lenders shall perform all of the duties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent in such capacity as provided for above. If an Agent consolidates with, merges with or converts into, or transfers all or substantially all of its assets or corporate trust business (including the administration of this Agreement and the other Loan Documents) to, another Person, the resulting, surviving or transferee Person, without any further act, shall be the successor Agent.

Successor Agents. 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 Borrowers Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, 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 delayedAgent. 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor 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 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 Borrowers 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. After any retiring Agent's resignation or removal hereunder as Agent as to all of the FacilitiesAgent, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreement.

Successor Agents. (a) The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Administrative Agent as to such of the Facilities as to which the such Agent has resigned or been removed, 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 delayedresigned. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Administrative Agent may, on behalf of the Lender Parties, appoint a successor Administrative Agent, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to any mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to any mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with by all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrowers Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent as to all of the Facilities, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Agents. The 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 Borrowers Borrower, and any Agent (other than Xxxxx Fargo in its capacity as an Agent) may be removed as to all of the Facilities 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. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, to with the consent of Crompton Corp., such consent the 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 PartiesLenders, appoint a successor Agent, subject, so long as no Default shall have occurred and be continuing, to with the consent of Crompton Corp., the 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 be a commercial bank organized under nevertheless thereupon become effective and the laws Required Lenders shall assume and perform all of the United States or duties of any State thereof and having the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a combined capital and surplus of at least US$250,000,000successor as provided for above. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all and, in the case of the Facilities and 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, 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 If within 45 days after written notice is given of the Facilities and upon the execution and filing retiring Agent’s resignation 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 removal under this Section 7.06 no successor Agent shall succeed to have been appointed and become vested with all the rightsshall have accepted such appointment, powers, discretion, privileges and duties of then on such 45th day (a) the retiring Agent as to such FacilitiesAgent’s resignation or removal shall become effective, 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 Facilityb) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as to such Facilities, other than the Required Lenders appoint a successor Agent as aforesaidprovided above. After any retiring Agent's ’s resignation or removal hereunder as Agent as to all of the Facilitiesshall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreement.

Successor Agents. The Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrowers Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalremoval by the Administrative Agent, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, 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 delayedAdministrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lender Parties, appoint a successor Administrative Agent, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, if any, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as 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 If within 45 days after written notice is given of the retiring Administrative Agent's resignation or removal under this Section 7.06 no successor Administrative Agent as to shall have been appointed and shall have accepted such Facilitiesappointment, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under then on such Facilities, issuances of Letters of Credit 45th day (notwithstanding any resignation as Agent with respect to the Letter of Credit Facilityi) and payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent's resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under this Agreement the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as to such Facilities, other than the Required Lenders appoint a successor Administrative Agent as aforesaidprovided above. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent as to all of the Facilitiesshall become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this AgreementAgreement and the other Loan Documents.

Successor Agents. The Agent may 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 to any or all of the Facilities at any time Administrative Agent by giving thirty days’ prior written notice thereof to the Lender Parties Lenders and the Borrowers Borrowers, and GACP Finance Co., LLC may be removed as to all of the Facilities 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. 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 as to such of the Facilities as to which the Agent has resigned or been removed, 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. 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 Administrative 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. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaidhereunder. After any retiring or removed Administrative Agent's ’s resignation or removal hereunder as Agent as to all of the FacilitiesAdministrative Agent, the provisions of this Article VII 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 the Administrative Agent as hereunder. Notwithstanding anything to any Facilities under 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. The Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to notifying the Lender Parties Lenders, the Issuing Lenders and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalby the Administrative Agent, the Required Lenders shall have the right to appoint a successor Agent as to such right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of Administrative Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Administrative Agent may, on behalf with the consent (provided no Event of Default or Default has occurred or is continuing) 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., Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a commercial bank organized under the laws of the United States institution with an office in New York, New York, or an Affiliate of any State thereof and having a combined capital and surplus of at least US$250,000,000such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documentssuccessor, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under hereunder. The fees payable by the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by Borrower to a successor Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (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 the same as those payable to its duties predecessor unless otherwise agreed between the Borrower and obligations under this Agreement as to such Facilities, other than as aforesaidsuccessor. After any the retiring Administrative Agent's ’s resignation or removal hereunder as Agent as to all of the Facilitieshereunder, the provisions of this Article VII and Section 10.04 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Agent acting as to an Administrative Agent. The Collateral Trustee may resign, and in any Facilities under this such event shall be replaced, in accordance with the terms of the Collateral Trust Agreement.

Successor Agents. The An Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties Banks and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersCompany. Upon any such resignation or removalresignation, the Company shall, with the consent of the Required Lenders shall Banks, have the right to appoint a successor Agent (which may be the other institution then acting as to such of the Facilities as to which the Agent has resigned or been removed, 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 delayedAgent). If no successor Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 60 days after the retiring Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lender PartiesBanks, appoint a successor Agent (which may be the other institution then acting as 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 or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least US$250,000,000$50,000,000; provided that if the retiring Agent shall notify the Company and the Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Agent shall be discharged from its duties and obligations hereunder and (ii) all payments, communications and determinations provided to be made by, to or through such retiring Agent, including under Section 5.01 hereof, shall instead be made by or to each Bank and Issuing Bank directly, until such time as the Required Banks appoint a successor Agent as provided for in this Section. Upon the acceptance of any its appointment as an Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral DocumentsAgent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges rights 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 hereunder as Agent hereunder by a successor Agent (if not already discharged therefrom 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, provided 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 Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaidSection). After any retiring Agent's ’s resignation or removal hereunder as Agent as to all of the Facilitiesan Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreementan Agent.

Successor Agents. The Each of the Administrative Agent may and the Operations Agent may, and at the request of the Majority Banks shall, resign as to any Administrative Agent or all of Operations Agent, as the Facilities at any time by giving written case may be, upon thirty (30) days' notice thereof to the Lender Parties and Banks. If the Borrowers and may Administrative Agent or the Operations Agent resigns under this Agreement, the Majority Banks shall appoint from among the Banks a successor agent for the Banks, which successor agent shall be removed as subject to all of the Facilities at any time with or without cause approval by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, 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 delayedFunds. If no successor agent is appointed prior to the effective date of the resignation of the 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 Operations Agent, then as the retiring case may be, the Administrative Agent mayor the Operations Agent, on behalf of as the Lender Partiescase may be, appoint may appoint, after consulting with the Banks and the Funds, a successor Agent, subject, so long as no Default shall have occurred and be continuing, to agent from among 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$250,000,000Banks. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documentsagent hereunder, such successor Agent agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Administrative Agent or Operations Agent, as the case may be, and the term Administrative Agent or Operations Agent, as the case may be, shall mean such successor agent, and the retiring Administrative Agent's or Operations Agent's appointment, powers and duties as Administrative Agent or Operations, as the case may be, 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 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 Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaidterminated. After any retiring Administrative Agent's or Operations Agent's resignation or removal hereunder as Administrative Agent or Operations Agent, as to all of the Facilitiescase may be, the provisions of this Article VII VIII and Sections 9.4 and 9.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Operations Agent, as to any Facilities the case may be, under this Agreement. If no successor agent has accepted appointment as Administrative Agent or Operations Agent, as the case may be, by the date which is thirty (30) days following a retiring Administrative Agent's or Operations Agent's, as the case may be, notice of resignation, the retiring Administrative Agent's or Operations Agent's, as the case may be, resignation shall nevertheless thereupon become effective, and the Banks shall perform all of the duties of the Administrative Agent or Operations Agent, as the case may be, hereunder until such time, if any, as the Majority Banks appoint a successor agent as provided for above.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as Administrative Agent (as to any one or all of the Facilities at any time by giving written more Classes) or Collateral Agent, as applicable, upon 30 days’ notice thereof to the Lender Parties Lenders and the Borrowers Borrowers; provided that any such resignation by JPMCB shall also constitute its resignation as L/C Issuer and may be removed as to all of the Facilities at any time with or without cause by the Required LendersSwingline 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 Agent as to Collateral Agent, which shall be a bank with an office in the United States, or an Affiliate of any such of bank with an office in the Facilities as to which the Agent has resigned or been removed, 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 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, subjectas the case may be, so long as no Default selected from among the Lenders, and meeting the qualifications set forth above. In any case, such appointment shall have occurred and be continuing, subject to the consent prior written approval of Crompton Corp., such consent the Borrowers (which approval may not to be unreasonably withheld or delayed, which and shall not be a commercial bank organized under required upon the laws occurrence and during the continuance of the United States or an Event of any State thereof and having a combined capital and surplus of at least US$250,000,000Default). Upon the acceptance of any appointment as Administrative Agent hereunder or Collateral Agent by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral DocumentsAgent, 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. After such resignation, the retiring Agent shall continue to have the benefit of this Article VIII as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement and the other Loan Documents. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent hereunder, the Person acting 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 powers and duties of the retiring Agent as to such Facilities(and, other than with respect to funds transfers if applicable, L/C Issuer 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 FacilitySwingline Lender) and payments by the Borrowers in respect of respective terms “Administrative Agent,” “L/C Issuer,” “Swingline Lender,” and “Collateral Agent” shall mean such Facilitiessuccessor Administrative Agent, L/C Issuer, Swingline Lender or Collateral Agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its terminated, the retiring L/C Issuer’s and Swingline Lender’s rights, powers and duties as such shall be terminated and obligations under this Agreement the retiring Collateral Agent’s rights, powers and duties as to such Facilitiesshall be terminated shall be terminated, without any other or further act or deed on the part of such retiring Administrative Agent, L/C Issuer, Swingline Lender, Collateral Agent or any other Lender, other than as aforesaidthe obligation of the successor L/C Issuer to issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or to make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. After any retiring Administrative Agent's ’s or Collateral Agent’s resignation or removal hereunder as Administrative Agent or Collateral Agent, as to all of the Facilitiesapplicable, the provisions of this Article VII VIII and Sections 9.05 and 9.24 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities or Collateral Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. If no successor Collateral Agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

Successor Agents. (a) The Administrative Agent may shall have the right to resign as to any or all of the Facilities at any time by giving prior written notice thereof to the Lender Parties Lenders and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removal, the Required Lenders The Administrative Agent shall have the right to appoint a successor financial institution to act as the Administrative Agent as and/or the Collateral Agent hereunder, subject to such the reasonable satisfaction of the Facilities as to which Borrower and the Required Xxxxxxx, and the Administrative Agent’s resignation shall become effective on the earlier of (i) the acceptance of such successor Administrative Agent by the Borrower and the Required Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of resignation, if a successor Administrative Agent has resigned or not already been removed, 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. If no successor Agent shall have been so appointed by the retiring Administrative Agent, Required Lenders, and Lenders shall have accepted such appointmentthe right, within 30 days after upon five Business Days’ notice to the retiring Borrower, to appoint a successor Administrative Agent's giving of notice of resignation or . If neither Required Xxxxxxx nor the Required Lenders' removal of the retiring Administrative Agent have appointed a successor Administrative 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 Required Xxxxxxx shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as deemed to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed have succeeded to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent; provided, that until a successor Administrative Agent is so appointed by Required Lenders or the Administrative Agent, the Administrative Agent, by notice to the Borrower and the retiring Agent shall be discharged from Required Lenders, may retain 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 other instruments or notices, as may be necessary or desirable, or role as the Required Lenders may requestCollateral Agent under any Security Document. Except as provided in the preceding sentence, 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 of Barclays or its successor as the Administrative Agent with respect pursuant to the Letter of Credit Facility) and payments by the Borrowers 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. After any retiring Agent's resignation or removal hereunder as Agent as to all of the Facilities, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreement.this

Successor Agents. The 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 Borrowers Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, 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 delayedAgent. 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, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Agent's resignation or removal hereunder as Agent as to all of the FacilitiesAgent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreement.

Successor Agents. The Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrowers 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, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, 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 delayedAgent. 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all and, in the case of the Facilities and 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, 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 If within 45 days after written notice is given of the Facilities and upon the execution and filing retiring Agent's resignation 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 removal under this Section 7.06 no successor Agent shall succeed to have been appointed and become vested with all the rightsshall have accepted such appointment, powers, discretion, privileges and duties of then on such 45th day (a) the retiring Agent as to such FacilitiesAgent's resignation or removal shall become effective, 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 Facilityb) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as to such Facilities, other than the Required Lenders appoint a successor Agent as aforesaidprovided above. After any retiring Agent's resignation or removal hereunder as Agent as to all of the Facilities<PAGE> 72 shall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreement.

Successor Agents. (a) The Administrative Agent may resign as to any or all of the Facilities at any time by giving 30 days’ prior written notice thereof to the Lender Parties and the Borrowers 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 been replaced as an Issuing Bank and released from all obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such Administrative Agent, which appointment shall, provided that no Default or Event of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred 108 and be continuing, be subject to the consent of Crompton Corp.the Borrower, such consent not to be unreasonably withheld withheld, conditioned or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Required Lenders' Xxxxxxx’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lender Parties, appoint a successor Administrative 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$500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Agent as to all of the Facilities Administrative Agent, and upon the execution and filing or recording of such financing statements, or amendments thereto, 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 Documentsthis Agreement, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as 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 If within 45 days after written notice is given of the retiring Administrative Agent’s resignation or removal under this Section 8.06 no successor Administrative Agent as to shall have been appointed and shall have accepted such Facilitiesappointment, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under then on such Facilities, issuances of Letters of Credit 45th day (notwithstanding any resignation as Agent with respect to the Letter of Credit Facilityi) and payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under this Agreement the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as to such Facilities, other than the Required Xxxxxxx appoint a successor Administrative Agent as aforesaidprovided above. After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent as to all of the Facilitiesshall have become effective, the provisions of this Article VII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent as to any Facilities under this Agreement.

Successor Agents. The Each Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties DIP Lenders and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrowers. Upon any such resignation or removalresignation, the Required DIP Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to Agent, which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, reasonably satisfactory to the consent of Crompton Corp., 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, 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 of America or of any State thereof and having a combined capital and surplus of at least US$250,000,000$100,000,000, which shall be reasonably satisfactory to the Borrowers. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral DocumentsAgent, 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaidor any Loan Document. After any retiring Agent's resignation or removal hereunder as Agent as to all of the FacilitiesAgent, the provisions of this Article VII 8 shall inure (as applicable) to its benefit as to any actions taken or omitted to be taken by it while it was Agent as under the 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 any Facilities under this Agreementthe 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. (a) The Administrative Agent may resign as to any or all of the Facilities at any time by giving 30 days’ prior written notice thereof to the Lender Parties and the Borrowers 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 been replaced as an Issuing Bank and released from all obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such Administrative Agent, which appointment shall, provided that no Default or Event of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, be subject to the consent of Crompton Corp.the Borrower, such consent not to be unreasonably withheld withheld, conditioned or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Required Lenders' Lxxxxxx’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lender Parties, appoint a successor Administrative 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$500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Agent as to all of the Facilities Administrative Agent, and upon the execution and filing or recording of such financing statements, or amendments thereto, 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 Documentsthis Agreement, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as 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 If within 45 days after written notice is given of the retiring Administrative Agent’s resignation or removal under this Section 8.06 no successor Administrative Agent as to shall have been appointed and shall have accepted such Facilitiesappointment, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under then on such Facilities, issuances of Letters of Credit 45th day (notwithstanding any resignation as Agent with respect to the Letter of Credit Facilityi) and payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under this Agreement the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as to such Facilities, other than the Required Lxxxxxx appoint a successor Administrative Agent as aforesaidprovided above. After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent as to all of the Facilitiesshall have become effective, the provisions of this Article VII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent as to any Facilities under this Agreement.

Successor Agents. The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrowers Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent as to such of the Facilities as to which the Administrative Agent has resigned or been removed, 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. If no 106 successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lender Parties, appoint a successor Administrative Agent, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds funds, transfers and other similar aspects of the administration of Borrowings borrowings under such Facilities, issuances issuance of Letters of Credit (notwithstanding any resignation as Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrowers Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Administrative Agent's resignation or removal hereunder as Agent as to all of the FacilitiesAdministrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Agents. The Each of the Administrative Agent and the Documentation Agent may resign as to any or all of the Facilities at any time by giving written such upon 30 days' notice thereof to the Lender Parties Lenders. If the Administrative Agent shall resign as "Administrative Agent" or the Documentation Agent shall resign as "Documentation Agent" under this Agreement and the Borrowers and may be removed as to all of other Credit Documents, then the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agent or Documentation Agent (as to such of the Facilities as to case may be) for the Lenders, which the successor Administrative Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuingDocumentation Agent (PROVIDED that, to the consent extent that no Default or Event of Crompton Corp.Default is continuing at the time of such appointment, such consent Administrative Agent or Documentation Agent, as the case may be, shall have been approved by the Company, with such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenderswithheld), 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Administrative Agent or the Documentation Agent (as the case may be) hereunder. Effective upon such appointment and approval, the term "Administrative Agent" or "Documentation Agent" (as the case may be) shall mean such successor Administrative Agent or Documentation 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 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 powers and duties of the retiring former Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects Administrative Agent or of the administration of Borrowings under such Facilitiesformer Documentation Agent as Documentation Agent (as the case may be) shall be terminated, issuances of Letters of Credit (notwithstanding without any resignation as Agent with respect to other or further act or deed on the Letter of Credit Facility) and payments by the Borrowers in respect part of such Facilities, and former Administrative Agent or Documentation Agent (as the retiring Agent shall be discharged from its duties and obligations under case may be) or any of the parties to this Agreement as to such Facilities, other than as aforesaidor any holders of the Loans. After any resignation of the retiring Agent's resignation or removal hereunder as Administrative Agent as to all Administrative Agent or of the Facilitiesretiring Documentation Agent as Documentation Agent, the provisions of this Article VII Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Documentation Agent (as to any Facilities the case may be) under this AgreementAgreement and the other Credit Documents. Notwithstanding anything to the contrary contained herein, during such time as shares of Capital Stock of Hexcel Pottsville Corporation are pledged to the Documentation Agent pursuant to the terms hereof, any successor Documentation Agent shall be a Person who is acceptable to the Defense Investigative Service.

Successor Agents. The Administrative Agent may resign as to any or all of the Facilities at any time by giving in such capacity upon thirty (30) days’ prior written notice thereof to the Lender Parties Purchasers and the Borrowers Company. If the Administrative Agent shall resign in such capacity under this Agreement and may be removed as to all of the Facilities at any time with or without cause by other Transaction Documents, then the Required Lenders. Upon any such resignation or removal, the Required Lenders Note-Holders shall have the right to appoint a successor Agent as to such agent for the Purchasers, which successor agent shall, unless an Event of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, be subject to approval by the consent of Crompton Corp., such consent Company (which approval shall not to be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent”, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as the Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Notes, it being understood that the Company shall jointly and severally pay the reasonable fees and expenses of any successor Administrative Agent, including in connection with its review of the Transaction Documents. If no successor agent has accepted appointment as the Administrative Agent shall have been so appointed by the Required Lendersdate that is ninety (90) days following the applicable retiring Administrative Agent’s notice of resignation, the applicable retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Purchasers shall have accepted assume and perform all of the duties of the Administrative Agent hereunder until such appointmenttime, within 30 days after the retiring Agent's giving of notice of resignation or if any, as the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, Note-Holders appoint a successor Agent, subject, so long agent as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor 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 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 Borrowers 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 aforesaidprovided for above. After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent as to all of the Facilities, the provisions of this Article VII Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent as to any Facilities under this AgreementAgreement and the other Transaction Documents.

Successor Agents. The 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 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 and released from all of its obligations in respect thereof (other than obligations resulting from its gross negligence or willful misconduct). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, 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 delayedAgent. 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, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all and, in the case of the Facilities and 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). Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all If within 45 days after written notice is given of the Facilities and upon the execution and filing retiring Agent's resignation or recording of such financing statementsremoval under this Section 7.06, 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 no successor Agent shall succeed to have been appointed and become vested with all the rightsshall have accepted such appointment, powers, discretion, privileges and duties of then on such 45th day (a) the retiring Agent as to such FacilitiesAgent's resignation or removal shall become effective, 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 Facilityb) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement as to such Facilities, the Loan Documents (other than duties and obligations resulting from its gross negligence or willful misconduct) and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as aforesaidthe Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as Agent as to all of the Facilitiesshall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreement.

Successor Agents. The Each of the Administrative Agent and Collateral Agent may resign as to any or all of the Facilities at any time by giving written give notice thereof of its resignation to the Lender Parties Lenders and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrower. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removedright, subject, so long as no Default shall have occurred and be continuing, subject to the consent of Crompton Corp., such consent the 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 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 maymay on behalf of the Lenders, 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, subjectthe 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, so long the retiring Agent’s resignation shall nonetheless become effective and (a) the retiring Agent shall be discharged from its duties and obligations as no Default shall have occurred Agent hereunder and under the other Credit Documents and (b) any payments, communications and determinations provided to be continuingmade by, to or through the consent of Crompton Corp.Agent shall instead be made by or to each Lender directly, until such consent not to be unreasonably withheld or delayed, which shall be time as the Required Lenders appoint 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$250,000,000successor Agent as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as the Administrative Agent hereunder by a successor Agent or Collateral Agent, as to all of the Facilities 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 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 under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by a successor Agent as to less than all of the Facilities and upon Borrower (following the execution and filing or recording effectiveness 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 appointment) to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed be the same as those payable to its predecessor unless otherwise agreed between the Borrower and become vested with all the rights, powers, discretion, privileges and duties of such successor. After the retiring Agent as to such Facilities, Agent’s resignation hereunder and under the 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 Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Agent's resignation or removal hereunder as Agent as to all of the FacilitiesDocuments, the provisions of this Article VII Section 12 (including 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. Notwithstanding anything to the contrary contained herein, if at any time the Required Lenders determine that the Person serving as the Administrative Agent and/or the Collateral Agent is (without taking into account any provision in the definition of “Defaulting Lender” requiring notice from the Administrative Agent or any other party) a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, by notice to the Borrower and such Person, remove such Person as the Administrative Agent and/or the Collateral Agent, as applicable, and, subject to the consent of the Borrower (not to be unreasonably withheld or delayed) so long as no Default under Section 11.1 or 11.5 is continuing, appoint a successor Administrative Agent and/or Collateral Agent hereunder, as applicable, which shall be a bank with an office in the United States, or an Affiliate of any Facilities under such bank with an office in the United States. Such removal will, to the fullest extent permitted by applicable law, be effective on the earlier of (a) the date a replacement Administrative Agent and/or a replacement Collateral Agent, as applicable, is appointed and (b) the date that is 30 days after the giving of such notice by the Required Lenders (regardless of whether a replacement Administrative Agent and/or a replacement Collateral Agent, as applicable, has been appointed). Upon the appointment of a successor Administrative Agent pursuant to this AgreementSection 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, Lender and other party 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.

Successor Agents. The Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to notifying the Lender Parties Lenders and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersTCEH. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removedright, subject, so long as no Default shall have occurred and be continuing, subject to the consent of Crompton Corp., such consent TCEH (not to be unreasonably withheld or delayed), 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, on behalf of the Lender PartiesLenders, appoint a successor AgentAgent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify TCEH and the Lenders that no qualifying person has accepted such appointment, subjectthen such resignation shall nonetheless become effective in accordance with such notice and (x) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (y) all payments, so long as no Default shall have occurred communications and determinations provided to be continuingmade by, to or through such Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders with (except after the occurrence and during the continuation of a Default or Event of Default) the consent of Crompton Corp., such consent TCEH (not to be unreasonably withheld or delayed, which shall be withheld) appoint 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$250,000,000successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of any a successor’s appointment as the Administrative Agent hereunder by a successor Agent as to all of the Facilities hereunder, and upon the execution transfer by the retiring (or retired) Agent to the successor Agent of all sums, together with all records and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be documents necessary or desirable, or as appropriate in connection with the Required Lenders may request, in order to continue the perfection performance of the Liens granted or purported to be granted by duties of the Collateral successor Agent under the Loan Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan DocumentsDocuments (if not already discharged therefrom as provided above in this Section 12.9). Upon The fees payable by TCEH and TCEH Finance (following 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 effectiveness 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 appointment) 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 Agent shall be discharged from the same as those payable to its duties predecessor unless otherwise agreed between TCEH and obligations under this Agreement as to such Facilities, other than as aforesaidsuccessor. After any the retiring Agent's ’s resignation or removal hereunder as Agent as to all of and under the Facilitiesother Loan Documents, the provisions of this Article VII Section 12 (including 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 Agent acting as to any Facilities under this Agreementan Agent.

Successor Agents. The Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrowers 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 Monitoring Agent, Swing Line Bank and Issuing Bank and released from all of its obligations in respect thereof (other than obligations resulting from its gross negligence or willful misconduct). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, 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 delayedAgent. 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. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all and, in the case of the Facilities and 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). Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all If within 45 days after written notice is given of the Facilities and upon the execution and filing retiring Agent's resignation or recording of such financing statementsremoval under this Section 7.06, 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 no successor Agent shall succeed to have been appointed and become vested with all the rightsshall have accepted such appointment, powers, discretion, privileges and duties of then on such 45th day (a) the retiring Agent as to such FacilitiesAgent's resignation or removal shall become effective, 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 Facilityb) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement as to such Facilities, the Loan Documents (other than duties and obligations resulting from its gross negligence or willful misconduct) and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as aforesaidthe Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as Agent as to all of the Facilitiesshall have become effective, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreement.

Successor Agents. (a) The Administrative Agent may shall have the right to resign as to any or all of the Facilities at any time by giving prior written notice thereof to the Lender Parties Lenders and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removal, the Required Lenders The Administrative Agent shall have the right to appoint a successor financial institution to act as the Administrative Agent as and/or the Collateral Agent hereunder, subject to such the reasonable satisfaction of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred Borrower and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and the Administrative Agent’s resignation shall become effective on the earlier of (i) the acceptance of such successor Administrative Agent by the Borrower and the Required Lenders or (ii) the thirtieth day after such notice of resignation. Upon any such notice of resignation, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Required Lenders shall have accepted such appointmentthe right, within 30 days after upon five Business Days’ notice to the retiring Borrower, to appoint a successor Administrative Agent's giving of notice of resignation or . If neither Required Lenders nor the Required Lenders' removal of the retiring Administrative Agent have appointed a successor Administrative 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 Required Lenders shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as deemed to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed have succeeded to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent; provided, that until a successor Administrative Agent is so appointed by Required Lenders or the Administrative Agent, the Administrative Agent, by notice to the Borrower and the retiring Agent shall be discharged from Required Lenders, may retain 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 other instruments or notices, as may be necessary or desirable, or role as the Required Lenders may requestCollateral Agent under any Security Document. Except as provided in the preceding sentence, 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 of Barclays or its successor as the Administrative Agent with respect pursuant to the Letter of Credit Facility) and payments by the Borrowers 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. After any retiring Agent's resignation or removal hereunder as Agent as to all of the Facilities, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this Agreement.this

Successor Agents. The Administrative Agent and the Issuing Bank (except, in the case of the Issuing Bank, in respect of Letters of Credit issued by it) may resign as to any or all of the Facilities at any time by giving written notice thereof to notifying the Lender Parties Lenders and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint from among the Lenders a successor, whereupon such successor shall succeed to the rights, powers and duties of either the Administrative Agent or Issuing Bank, and the term "Administrative Agent" or "Issuing Bank" shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent or Issuing Bank's rights, powers and duties as to Administrative Agent or Issuing Bank shall be terminated, without any other or further act or deed on the part of such former Administrative Agent, Issuing Bank or any of the Facilities as parties to which this Agreement or any holders of the Agent has resigned or been removed, 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 delayedLoans. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 10 days after the retiring Agent's giving of Agent or Issuing Bank, as the case may be, gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Administrative Agent's or Issuing Bank's resignation shall nevertheless thereupon become effective, and the retiring Administrative Agent or Issuing Bank, as the case may be, may, on behalf of the Lender PartiesLenders, 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 delayedsuccessor, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least US$250,000,000$500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as the Administrative Agent or Issuing Bank, as the case may be, hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documentsbank, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, Administrative Agent or Issuing Bank and the retiring Administrative Agent or Issuing Bank shall be discharged from its duties and obligations under hereunder. After the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all resignation of the Facilities and upon Administrative Agent or the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or noticesIssuing Bank, as the case may be necessary or desirablebe, 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 Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Agent's resignation or removal hereunder as Agent as to all of the Facilitieshereunder, the provisions of this Article VII and Section 9.05 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 acting as the Administrative Agent as to any Facilities under this Agreementor Issuing Bank.

Successor Agents. The Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to notifying the Lender Parties Lenders, the Issuing Xxxxxxx and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalby the Administrative Agent, the Required Lenders shall have the right to appoint a successor Agent as to such right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. 116 If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of Administrative Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Administrative Agent may, on behalf with the consent (provided no Event of Default or Default has occurred or is continuing) 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., Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a commercial bank organized under the laws of the United States institution with an office in New York, New York, or an Affiliate of any State thereof and having a combined capital and surplus of at least US$250,000,000such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documentssuccessor, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under hereunder. The fees payable by the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by Borrower to a successor Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (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 the same as those payable to its duties predecessor unless otherwise agreed between the Borrower and obligations under this Agreement as to such Facilities, other than as aforesaidsuccessor. After any the retiring Administrative Agent's ’s resignation or removal hereunder as Agent as to all of the Facilitieshereunder, the provisions of this Article VII and Section 10.04 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Agent acting as to any Facilities under this Agreementan Administrative Agent.

Successor Agents. The Each of the Administrative Agent and the Collateral Agent may resign as Administrative Agent (as to any one or all of the Facilities at any time by giving written more Classes) or Collateral Agent, as applicable, upon 30 days’ notice thereof to the Lender Parties Lenders and the Borrowers Borrowers; provided that any such resignation by JPMCB shall also constitute its resignation as L/C Issuer and may be removed as to all of the Facilities at any time with or without cause by the Required LendersSwingline 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 Agent as to Collateral Agent, which shall be a bank with an office in the United States, or an Affiliate of any such of bank with an office in the Facilities as to which the Agent has resigned or been removed, 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 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, subjectas the case may be, so long as no Default selected from among the Lenders, and meeting the qualifications set forth above. In any case, such appointment shall have occurred and be continuing, subject to the consent prior written approval of Crompton Corp., such consent the Borrowers (which approval may not to be unreasonably withheld or delayed, which and shall not be a commercial bank organized under required upon the laws occurrence and during the continuance of the United States or an Event of any State thereof and having a combined capital and surplus of at least US$250,000,000Default). Upon the acceptance of any appointment as Administrative Agent hereunder or Collateral Agent by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral DocumentsAgent, 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. 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 After such financing statementsresignation, 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 Borrowers in respect of such Facilities, and the retiring Agent shall be discharged from its duties and obligations under this Agreement as continue to such Facilities, other than as aforesaid. After any retiring Agent's resignation or removal hereunder as Agent as to all of have the Facilities, the provisions benefit of this Article VII shall inure to its benefit VIII as to any actions taken or omitted to be taken by it while it was an Agent as to any Facilities 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. The Administrative Agent may resign as to any or all of the Facilities at any time by giving written give notice thereof of its resignation to the Lender Parties Lenders and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrowers. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removedright, subject, so long as no Default shall have occurred and be continuing, to with the consent of Crompton Corp., such the Borrowers at all times other than during the existence of an Event of Default (which consent shall not to be unreasonably withheld or delayed), 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 Administrative Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Administrative Agent may, may on behalf of the Lender PartiesLenders, appoint a successor Agent, subject, so long as no Default shall have occurred and be continuing, to with the consent of Crompton Corp., such the Borrowers at all times other than during the existence of an Event of Default (which consent shall not to be unreasonably withheld or delayed), which shall be appoint a commercial bank organized under successor Administrative Agent meeting the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$250,000,000qualifications set forth above. Upon the acceptance of any its appointment as successor Administrative Agent hereunder by a successor Agent hereunder, the Person acting as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor Administrative Agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations under terminated without any other or further act or deed on the Loan Documents. Upon the acceptance part of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaidLender. After any retiring Administrative Agent's ’s resignation or removal hereunder as Agent as to all of the FacilitiesAdministrative Agent, the provisions of this Article VII IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Agents. The Administrative 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 Borrowers PMI and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, 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 delayedAdministrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lender PartiesLenders, appoint a successor Administrative 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 of America or of any State thereof and having a combined capital and surplus of at least US$250,000,000$500,000,000; provided that if the Administrative Agent is resigning, the retiring Administrative Agent’s resignation shall nevertheless become effective upon such 30 days’ notice and the Lenders 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 agent as provided for above. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral DocumentsAdministrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring 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 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 aforesaidAgreement. After any the retiring Administrative Agent's ’s resignation or removal hereunder as Agent as to all of the FacilitiesAdministrative Agent, the provisions of this Article VII 7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Administrative Agent as to any Facilities under this Agreement.

Successor Agents. The Administrative Agent, the Documentation Agent or the Syndication Agent may resign as Administrative Agent, Documentation Agent or Syndication Agent, as the case may be, upon 30 days' notice to any or all the Lenders and the Company (on its own behalf and as agent for the Local Borrowing Subsidiaries). If the Administrative Agent shall resign as such, then Citibank, N.A. shall (subject to receipt by the Company of the Facilities at prior written consent of Citibank) be appointed (automatically and without any time by giving written act on the part of, or notice thereof to, any Person) as successor Administrative Agent for the Lenders; provided that, if Citibank shall not have so consented to the Lender Parties and the Borrowers and may be removed as such appointment or shall have ceased to all hold any portion of the Facilities at any time with Loans or without cause by the Required Lenders. Upon any such resignation or removalCommitments hereunder, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agent as to such of for the Facilities as to Lenders, which successor Administrative Agent shall be approved by the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp.Company, such consent approval not to be unreasonably withheld (or, if the Required Lenders and the Company are unable to select such successor Administrative Agent within such 30-day period, a successor Administrative Agent shall be selected by the Agents). From and after such appointment of a successor administrative agent, such successor administrative agent shall succeed to the rights, powers and duties of the resigning Administrative Agent under all of the Credit Documents, and the term "Administrative Agent" shall mean such successor Administrative Agent effective upon its appointment, and the former Administrative Agent's rights, powers and duties as the Administrative Agent shall be terminated, without any other or delayedfurther act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans, the Notes, the Drafts or the other Payment Obligations. If the Documentation Agent, the Syndication Agent or the Arranger shall resign as such, no successor Documentation Agent, Syndication Agent or Arranger shall be appointed, and the 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, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as succeed to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring resigning Documentation Agent, Syndication Agent or Arranger, as the case may be, under all of the Credit Documents, and the retiring former Documentation Agent's, Syndication Agent's or Arranger's rights, powers and duties as Documentation Agent, Syndication Agent or Arranger, as the case may be, shall be discharged from its duties and obligations under terminated, without any other or further act or deed on 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 part of such financing statementsformer Documentation Agent, Syndication Agent 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 Borrowers 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 aforesaidArranger. After any retiring Administrative Agent's or Documentation Agent's or Syndication Agent's or Arranger's resignation or removal hereunder as Agent as to all of the Facilitiessuch, the provisions of this Article VII Section 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent as to any Facilities or the Documentation Agent or the Syndication Agent or the Arranger under this Agreementthe Credit Documents.

Successor Agents. The 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 Borrowers Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such the resignation or removalremoval of the Administrative Agent, the Required Lenders shall have the right to appoint a successor Agent Administrative Agent, provided that, as to such of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, the Borrower shall have the right to the consent of Crompton Corp.to any such successor Administrative Agent, such consent not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Required LendersLenders (and, if required, consented to by the Borrower), and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lender PartiesLenders, appoint a successor Agent, subjectAdministrative Agent (which, so long as no Default shall have occurred and be continuing, shall be subject to the consent of Crompton Corp.the Borrower, such consent not to be unreasonably withheld or delayed), which shall be a commercial bank organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least US$250,000,000$500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral DocumentsAdministrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring 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 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 aforesaidAgreement. After any retiring Administrative Agent's resignation or removal hereunder as Agent as to all of the FacilitiesAdministrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Agents. The 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 Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders Requisite Lenders, shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, subjectwhich, so long as no Default shall have or Event of Default has occurred and be is continuing, shall be reasonably acceptable to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayedBorrower. 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 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, subject, so long as no Default shall have occurred and be continuing, selected from among the Lenders then entitled to the consent of Crompton Corp., instruct 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$250,000,000Agent. Upon the acceptance of any appointment as Administrative Agent hereunder or Collateral Agent, as the case may be, by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral DocumentsAgent, 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 this Agreement and the other Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as Prior to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Agent's resignation or removal hereunder as Administrative Agent or Collateral Agent, as to all of the Facilitiescase may be, the provisions 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. After such resignation, the retiring Agent shall continue to have the benefit of this Article VII shall inure to its benefit ARTICLE X as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent, as to any Facilities the case may be, under this AgreementAgreement and the other Loan Documents.

Successor Agents. The Any Agent may resign as to any or all of the Facilities may, at any time by giving time, resign upon 30 days' written notice thereof to the Lender Parties and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalIf an Agent resigns under a Loan Document, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Agent, which successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, subject to the consent of Crompton Corp., such the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not to be unreasonably withheld or delayed). 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 AgentAgents; PROVIDED, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., that such consent not to be unreasonably withheld successor is a Lender hereunder or delayed, which shall be 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 US$250,000,000$500,000,000. If no successor Agent is appointed prior to the effective date of the resignation of the resigning Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor Agent from among the Lenders. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral 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. 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 noticesan Agent, as may be necessary or desirableappropriate, 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 Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, and the other than as aforesaid. After any retiring Agent's resignation or removal hereunder as Agent as to all of the Facilities, Loan Documents and the provisions of this Article VII 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 as to any Facilities 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. The Administrative Agent may resign as to any or all of the Facilities at any time by giving at least 15 days prior written notice thereof to the Lender Parties Banks, the Collateral Agent and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders Banks shall have the right to appoint a successor Administrative Agent as to approved by the Borrower (such of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent approval not to be unreasonably withheld or delayedwithheld); provided that no approval of the Borrower shall be necessary if an Event of Default has occurred and is continuing. If no successor Administrative Agent shall have been so appointed by the Required LendersBanks and, if required, approved by the Borrower and shall have accepted such appointment, within 30 days after the retiring Agent's giving of Administrative Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Administrative Agent may, on behalf of the Lender PartiesBanks, appoint a successor Administrative 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 or licensed 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$50,000,000. The Collateral Agent may resign at any time by giving at least 30 days prior written notice thereof to the Administrative Agent, the Banks and the Borrower. Upon any such resignation, the Administrative Agent shall have the right to appoint a successor Collateral Agent approved by the Borrower (such approval not to be unreasonably withheld); provided that no approval of the Borrower shall be necessary if an Event of Default has occurred and is continuing. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statementsan Agent, 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 each successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges rights 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 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 Borrowers 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 aforesaidobligations. After any retiring Agent's resignation or removal hereunder as Agent as to all of the Facilitiesan Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this AgreementAgent.

Successor Agents. The 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 Borrowers Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such the resignation or removalremoval of the Administrative Agent, the Required Lenders shall have the right to appoint a successor Agent Administrative Agent, provided that as to such of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, the Borrower shall have the right to the consent of Crompton Corp.to any such successor Administrative Agent, such consent not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Required LendersLenders (and, if required, consented to by the Borrower), and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lender PartiesLenders, appoint a successor Agent, subjectAdministrative Agent (which, so long as no Default shall have occurred and be continuing, shall be subject to the consent of Crompton Corp.the Borrower, such consent not to be unreasonably withheld or delayed), which shall be a commercial bank organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least US$250,000,000$500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral DocumentsAdministrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring 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 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 aforesaidAgreement. After any retiring Administrative Agent's resignation or removal hereunder as Agent as to all of the FacilitiesAdministrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this Agreement.

Successor Agents. The Administrative 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 Borrowers and may be removed as to all Borrower, but such resignation shall not become effective until acceptance by a successor agent of the Facilities at any time with or without cause by the Required Lendersits appointment pursuant hereto. Upon any such resignation or removalresignation, the Required Lenders retiring Administrative Agent shall have the right to promptly appoint a successor Agent 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 such approval by the Borrower shall not be required at any time when a Default or Event of the Facilities as to which the Agent Default has resigned or been removed, subject, so long as no Default shall have occurred and be is continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed. If no successor Agent agent shall have been so 107 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, subject, so long as no Default shall have occurred and be continuing, that such successor is reasonably acceptable to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayedRequired 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 US$$250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral 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 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 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 FacilitiesCredit Agreement, the other than as aforesaidFundamental Documents and any other credit documentation. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent as to all of the Facilities, the provisions of this Article VII 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this AgreementCredit Agreement and the other Fundamental Documents.

Successor Agents. The Administrative Agent or the Collateral 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 Borrowers and may be removed as to all Borrower, but such resignation shall not become effective until acceptance by a successor agent of the Facilities at any time with or without cause by the Required Lendersits appointment pursuant hereto. Upon any such resignation or removalresignation, the Required Lenders retiring Administrative Agent or retiring Collateral Agent (as applicable) shall have the right to promptly appoint a successor Agent 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 such approval by the Borrower shall not be required at any time when a Default or Event of the Facilities as to which the Agent Default has resigned or been removed, subject, so long as no Default shall have occurred and be is continuing, to the consent of Crompton Corp., 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 or retiring Collateral Agent (as applicable) 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, subject, so long as no Default shall have occurred and be continuing, that such successor is reasonably acceptable to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayedRequired 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 US$$250,000,000. Upon the acceptance of any appointment as Administrative Agent or Collateral Agent (as applicable) hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documentsagent, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring AgentAdministrative Agent or retiring Collateral Agent (as applicable), and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment or retiring Collateral Agent (as Agent hereunder by a successor Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facilityapplicable) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall be discharged from its duties and obligations under this Agreement as to such FacilitiesCredit Agreement, the other than as aforesaidFundamental Documents and any other credit documentation. After any retiring Administrative Agent's or retiring Collateral Agent's (as applicable) resignation or removal hereunder as Administrative Agent or Collateral Agent (as to all of the Facilitiesapplicable), the provisions of this Article VII 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent or Collateral Agent (as to any Facilities applicable) under this AgreementCredit Agreement and the other Fundamental Documents.

Successor Agents. The Any Agent may resign as to any or all of the Facilities at any time by giving 30 days’ prior written notice thereof to the Lender Parties Lenders and the Borrowers 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. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to Agent, which the Agent has resigned or been removedappointment shall, subject, so long as provided that no Default shall have has occurred and be is continuing, be subject to the consent of Crompton Corp.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, 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$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 as to all Agent, and, in the case of the Facilities and 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, 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 If within 45 days after written notice is given of the Facilities and upon the execution and filing retiring Agent’s resignation 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 removal under this Section 8.06 no successor Agent shall succeed to have been appointed and become vested with all the rightsshall have accepted such appointment, powers, discretion, privileges and duties of then on such 45th day (i) the retiring Agent as to such FacilitiesAgent’s resignation or removal shall become effective, 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 Facilityii) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement 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 to such Facilities, other than the Required Lenders appoint a successor Agent as aforesaidprovided above. After any retiring Agent's ’s resignation or removal hereunder as an Agent as to all of the Facilitiesshall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent as to any Facilities under this Agreement.

Successor Agents. (a) The Administrative Agent may resign as to any or all of the Facilities at any time by giving 30 days’ prior written notice thereof to the Lender Parties and the Borrowers 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 been replaced as an Issuing Bank and released from all obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such Administrative Agent, which appointment shall, provided that no Default or Event of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, be subject to the consent of Crompton Corp.the Borrower, such consent not to be unreasonably withheld withheld, conditioned or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lender Parties, appoint a successor Administrative 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$500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statementsUPON THE ACCEPTANCE OF ANY APPOINTMENT AS THE ADMINISTRATIVE AGENT HEREUNDER BY A SUCCESSOR ADMINISTRATIVE AGENT, or amendments theretoAND UPON THE EXECUTION AND FILING OR RECORDING OF SUCH FINANCING STATEMENTS, and such other instruments or noticesOR AMENDMENTS THERETO AND SUCH OTHER INSTRUMENTS OR NOTICES, as may be necessary or desirableAS MAY BE NECESSARY OR DESIRABLE, or as the Required Lenders may requestOR AS THE REQUIRED LENDERS MAY REQUEST, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral DocumentsIN ORDER TO CONTINUE THE PERFECTION OF THE LIENS GRANTED OR PURPORTED TO BE GRANTED BY THIS AGREEMENT, such successor Agent shall succeed to and become vested with all the rightsSUCH SUCCESSOR ADMINISTRATIVE AGENT SHALL SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS, powersPOWERS, discretionDISCRETION, privileges and duties of the retiring AgentPRIVILEGES AND DUTIES OF THE RETIRING ADMINISTRATIVE AGENT, and the retiring Agent shall be discharged from its duties and obligations under the Loan DocumentsAND THE RETIRING ADMINISTRATIVE 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 statementsIF WITHIN 45 DAYS AFTER WRITTEN NOTICE IS GIVEN OF THE RETIRING ADMINISTRATIVE AGENT’S RESIGNATION OR REMOVAL UNDER THIS SECTION 8.06 NO SUCCESSOR ADMINISTRATIVE AGENT SHALL HAVE BEEN APPOINTED AND SHALL HAVE ACCEPTED SUCH APPOINTMENT, or amendments theretoTHEN ON SUCH 45TH DAY (I) THE RETIRING ADMINISTRATIVE AGENT’S RESIGNATION OR REMOVAL SHALL BECOME EFFECTIVE, and such other instruments or notices(II) THE RETIRING ADMINISTRATIVE AGENT SHALL THEREUPON BE DISCHARGED FROM ITS DUTIES AND OBLIGATIONS UNDER THE LOAN DOCUMENTS AND (III) THE REQUIRED LENDERS SHALL THEREAFTER PERFORM ALL DUTIES OF THE RETIRING ADMINISTRATIVE AGENT UNDER THE LOAN DOCUMENTS UNTIL SUCH TIME, as may be necessary or desirableIF ANY, or as the Required Lenders may requestAS THE REQUIRED LENDERS APPOINT A SUCCESSOR ADMINISTRATIVE AGENT AS PROVIDED ABOVE. AFTER ANY RETIRING ADMINISTRATIVE AGENT’S RESIGNATION OR REMOVAL HEREUNDER AS THE ADMINISTRATIVE AGENT SHALL HAVE BECOME EFFECTIVE, 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 Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. After any retiring Agent's resignation or removal hereunder as Agent as to all of the Facilities, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any Facilities under this AgreementTHE PROVISIONS OF THIS ARTICLE IX SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT WAS THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT.

Successor Agents. The Administrative Agent, the Documentation Agent or the Syndication Agent may resign as Administrative Agent, Documentation Agent or Syndication Agent, as the case may be, upon 30 days' notice to the Lenders and the Company (on its own behalf and as agent for the Borrowing Subsidiaries). If the Administrative Agent shall resign as such, then Citibank, N.A. shall be appointed (automatically and without any act on the part of, or all notice to, any Person) as successor Administrative Agent for the Lenders; provided that, if Citibank shall have ceased to hold any portion of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrowers and may be removed as to all of the Facilities at any time with Loans or without cause by the Required Lenders. Upon any such resignation or removalCommitments hereunder, the Required Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agent as to such of for the Facilities as to Lenders, which successor Administrative Agent shall be approved by the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp.Company, such consent approval not to be unreasonably withheld (or, if the Required Lenders and the Company are unable to select such successor Administrative Agent within such 30-day period, a successor Administrative Agent shall be selected by the Agents). From and after such appointment of a successor administrative agent, such successor administrative agent shall succeed to the rights, powers and duties of the resigning Administrative Agent under all of the Credit Documents, and the term "Administrative Agent" shall mean such successor Administrative Agent effective upon its appointment, and the former Administrative Agent's rights, powers and duties as the Administrative Agent shall be terminated, without any other or delayedfurther act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans, the Notes, the Drafts or the other Payment Obligations. If the Documentation Agent, the Syndication Agent or the Arranger shall resign as such, no successor Documentation Agent, Syndication Agent or Arranger shall be appointed, and the 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, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as succeed to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring resigning Documentation Agent, Syndication Agent or Arranger, as the case may be, under all of the Credit Documents, and the retiring former Documentation Agent's, Syndication Agent's or Arranger's rights, powers and duties as Documentation Agent, Syndication Agent or Arranger, as the case may be, shall be discharged from its duties and obligations under terminated, without any other or further act or deed on 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 part of such financing statementsformer Documentation Agent, Syndication Agent 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 Borrowers 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 aforesaidArranger. After any retiring Administrative Agent's or Documentation Agent's or Syndication Agent's or Arranger's resignation or removal hereunder as Agent as to all of the Facilitiessuch, the provisions of this Article VII Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent as to any Facilities or the Documentation Agent or the Syndication Agent or the Arranger under this Agreementthe Credit Documents.

Successor Agents. The Administrative Agent may resign as to any or all of the Facilities at any time by giving Administrative Agent upon twenty (20) days’ prior written notice thereof to the Lender Parties Lenders and the Borrowers Borrowers. If the Administrative Agent shall resign as Administrative Agent under this Agreement and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalother Credit Documents, then the Required Lenders shall have appoint from among the right to appoint Lenders a successor Administrative Agent as to such of which successor agent shall be approved by the Facilities as to Company (which the Agent has resigned or been removed, subject, so long as no Default approval shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed) so long as no Event of Default is continuing under Section 11.1(a), (b) or (g) (with respect to a Borrower). If no successor agent has accepted appointment as the Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 date which is twenty (20) days after following the retiring Administrative Agent's giving of ’s notice of resignation, the retiring Administrative Agent’s resignation or shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, Xxxxxxx appoint a successor Agent, subject, so long agent 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$250,000,000provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Agent (or upon the Lenders assuming such role as to all of the Facilities provided above) 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 ensure that the perfection of requirements set forth in Section 9.9 are satisfied, the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the retiring former Administrative Agent’s rights, powers and duties as Administrative Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the Loan Documents. Upon the acceptance part of such former Administrative Agent or any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and upon the execution and filing parties to this Agreement 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 any holders 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 Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaidLoans. After any retiring Administrative Agent's ’s resignation or removal hereunder as Agent as to all of the FacilitiesAdministrative Agent, the provisions of this Article VII Section 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this AgreementAgreement and the other Credit Documents.

Successor Agents. The Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrowers Company and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removalremoval by the Administrative Agent, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, 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 delayedAdministrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lender Parties, appoint a successor Administrative Agent, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as 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 If within 45 days after written notice is given of the retiring Administrative Agent's resignation or removal under this Section 8.06 no successor Administrative Agent as to shall have been appointed and shall have accepted such Facilitiesappointment, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under then on such Facilities, issuances of Letters of Credit 45th day (notwithstanding any resignation as Agent with respect to the Letter of Credit Facilityi) and payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent's resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under this Agreement the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time, if any, as to such Facilities, other than the Required Lenders appoint a successor Administrative Agent as aforesaidprovided above. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent as to all of the Facilitiesshall become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent as to any Facilities under this AgreementAgreement and the other Loan Documents.

Successor Agents. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to notifying the Lender Parties Lenders and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrower. Upon notice of any such resignation or removalresignation, the Required Majority Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, 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 delayedsuccessor. 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 Administrative Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Administrative Agent may, on behalf of the Lender PartiesLenders and in consultation with the Borrower, 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, Administrative Agent which shall be a commercial bank organized under the laws of the United States with an office in New York, New York, or an Affiliate of any State thereof such bank and having a combined capital and surplus of at least US$250,000,000$500,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documentssuccessor, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under hereunder. The fees payable by the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by Borrower to a successor Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (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 the same as those payable to its duties predecessor unless otherwise agreed between the Borrower and obligations under this Agreement as to such Facilities, other than as aforesaidsuccessor. After any retiring the Administrative Agent's ’s resignation or removal hereunder as Agent as to all of the Facilitieshereunder, the provisions of this Article VII 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 Agent acting as to any Facilities under this AgreementAdministrative Agent.

Successor Agents. (a) The Funding 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 Borrowers Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Funding Agent as to such of with the Facilities as to which the Agent has resigned or been removed, subjectconsent, so long as no Event of Default shall have has occurred and be is continuing, to of the Borrower (which consent of Crompton Corp., such consent shall not to be unreasonably withheld or delayed). If no successor Funding Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Funding Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Funding Agent, then the retiring Funding Agent may, on behalf of the Lender PartiesLenders, appoint a successor Funding 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$250,000,000an Eligible Assignee. Upon the acceptance of any appointment as Funding Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral DocumentsFunding Agent, such successor Funding Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Funding 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 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 Borrowers in respect of such Facilities, and the retiring Funding Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaidAgreement. After any retiring Funding Agent's resignation or removal hereunder as Agent as to all of the FacilitiesFunding Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Funding Agent as to any Facilities under this Agreement.

Successor Agents. The Administrative Agent may resign as to any or all of the Facilities at any time by giving written give notice thereof of its resignation to the Lender Parties Lenders and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrowers. Upon receipt of any such resignation or removalnotice of resignation, the Required Lenders shall have the right right, in consultation with the Borrowers, to appoint a successor Agent as to successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such of the Facilities as to which the Agent has resigned or been removedbank with an office in New York, 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 delayedNew York. If no such successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of Administrative Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Administrative Agent may, may on behalf of the Lender PartiesLenders, appoint a successor Agent, subject, so long as no Default shall have occurred and be continuing, to Administrative Agent meeting the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under qualifications set forth above provided that if the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor retiring Administrative Agent shall succeed to notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become vested effective in accordance with all the rights, powers, discretion, privileges such notice and duties of (1) the retiring Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Administrative Agent may continue to hold such collateral security until such time as a successor Administrative Agent is appointed and such collateral security is assigned to such successor Administrative Agent) and (2) all payments, communications and determinations provided to be made by, to or through such Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph (provided that the retiring Administrative Agent may, in its sole discretion, elect to continue to provide all or a portion of such services it previously provided until such time as a successor Administrative Agent is appointed). Upon the acceptance of any a successor’s appointment as Administrative 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 Documentshereunder, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as Agent with respect to the Letter of Credit Facilityor retired) and payments by the Borrowers in respect of such FacilitiesAdministrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Agreement paragraph). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such Facilities, other than as aforesaidsuccessor. After any the retiring Administrative Agent's ’s resignation or removal hereunder as Agent as to all of and under the Facilitiesother Loan Documents, the provisions of this Article VII Section 9 and Section 11.5 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Administrative Agent was Agent acting as to any Facilities under this Agreementthe Administrative Agent.

Successor Agents. (a) The Administrative Agent may resign as to any or all of the Facilities at any time by giving 30 days’ prior written notice thereof to the Lender Parties and the Borrowers 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 been replaced as an Issuing Bank and released from all obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such Administrative Agent, which appointment shall, provided that no Default or Event of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, be subject to the consent of Crompton Corp.the Borrower, such consent not to be unreasonably withheld withheld, conditioned or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Required Lenders' Xxxxxxx’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lender Parties, appoint a successor Administrative 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$500,000,000. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Agent as to all of the Facilities Administrative Agent, and upon the execution and filing or recording of such financing statements, or amendments thereto, 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 Documentsthis Agreement, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as 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 If within 45 days after written notice is given of the retiring Administrative Agent’s resignation or removal under this Section 8.06 no successor Administrative Agent as to shall have been appointed and shall have accepted such Facilitiesappointment, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under then on such Facilities, issuances of Letters of Credit 45th day (notwithstanding any resignation as Agent with respect to the Letter of Credit Facilityi) and payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent’s resignation or removal shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under this Agreement the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until 104 such time, if any, as to such Facilities, other than the Required Xxxxxxx appoint a successor Administrative Agent as aforesaidprovided above. After any retiring Administrative Agent's ’s resignation or removal hereunder as the Administrative Agent as to all of the Facilitiesshall have become effective, the provisions of this Article VII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent as to any Facilities under this Agreement.

Successor Agents. The Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to notifying the Lender Parties Lenders, the Issuing Lxxxxxx and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalby the Administrative Agent, the Required Lenders shall have the right to appoint a successor Agent as to such right, with the consent (provided 125 no Event of Default or Default has occurred and is continuing) of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of Administrative Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Administrative Agent may, on behalf with the consent (provided no Event of Default or Default has occurred or is continuing) 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., Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a commercial bank organized under the laws of the United States institution with an office in New York, New York, or an Affiliate of any State thereof and having a combined capital and surplus of at least US$250,000,000such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documentssuccessor, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under hereunder. The fees payable by the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by Borrower to a successor Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (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 the same as those payable to its duties predecessor unless otherwise agreed between the Borrower and obligations under this Agreement as to such Facilities, other than as aforesaidsuccessor. After any the retiring Administrative Agent's ’s resignation or removal hereunder as Agent as to all of the Facilitieshereunder, the provisions of this Article VII and Section 10.04 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Agent acting as to an Administrative Agent. The Collateral Trustee may resign, and in any Facilities under this such event shall be replaced, in accordance with the terms of the Collateral Trust Agreement.

Successor Agents. The Any Agent may resign as to any or all of the Facilities at any time as an Agent under the Loan Documents by giving written notice thereof to the Lender Parties Lenders and the Borrowers and may Borrower, such resignation to be removed as 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 all of the Facilities at any time with or without cause by the Required Lendersresign. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removedappointment shall, subject, so long as provided no Default shall have occurred and or Unmatured Default exists, be continuing, subject to the consent of Crompton Corp.Borrower’s approval, such consent which approval shall not to be unreasonably withheld or delayeddelayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and any of its Affiliates as a successor Agent). If no successor Agent shall have been so appointed by in accordance with the Required Lendersimmediately preceding sentence, and shall have accepted such appointment, within 30 days after the retiring current Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring current Agent may, on behalf of the Lender PartiesLenders and the LC Issuers, 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 Lender, if any State thereof Lender shall be willing to serve, and having a combined capital and surplus of at least US$250,000,000otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as the applicable Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral DocumentsAgent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring current Agent, and the retiring current 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 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, If such successor Agent shall succeed be the Administrative Agent, such successor Administrative Agent shall issue letters of credit in substitution for the Facility LCs, if any, [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to and become vested with all the rightscompany if publicly disclosed. outstanding at the time of such succession issued by the current Administrative Agent in its capacity as an LC Issuer or shall make other arrangements satisfactory to the current Administrative Agent, powersin its capacity as an LC Issuer, discretionin either case, privileges and duties to assume effectively the obligations 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 current Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaidFacility LCs. After any retiring Agent's ’s resignation or removal hereunder as Agent as to all of the FacilitiesAgent, the provisions of this Article VII X. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to any Facilities under this Agreementof its Affiliates by giving the Borrower and each Lender prior written notice.

Successor Agents. The Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to notifying the Lender Parties Lenders, the Issuing Xxxxxxx and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalby the Administrative Agent, the Required Lenders shall have the right to appoint a successor Agent as to such right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Facilities as to which the Agent has resigned or been removed, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of Administrative Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Administrative Agent may, on behalf with the consent (provided no Event of Default or Default has occurred or is continuing) 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., Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a commercial bank organized under the laws of the United States institution with an office in New York, New York, or an Affiliate of any State thereof and having a combined capital and surplus of at least US$250,000,000such bank. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documentssuccessor, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under hereunder. The fees payable by the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by Borrower to a successor Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (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 the same as those payable to its duties predecessor unless otherwise agreed between the Borrower and obligations under this Agreement as to such Facilities, other than as aforesaidsuccessor. After any the retiring Administrative Agent's ’s resignation or removal hereunder as Agent as to all of the Facilitieshereunder, the provisions of this Article VII and Section 10.04 shall inure to continue in effect for the benefit of such retiring Administrative Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Agent acting as to any Facilities under this Agreementan Administrative Agent.

Successor Agents. The Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrowers and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the such Agent has resigned or been removed, 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. 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, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the mortgages, if any, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent as to less than all of the Facilities and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the mortgages, if any, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Administrative Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (notwithstanding any resignation as 134 Administrative Agent with respect to the Letter of Credit Facility) and payments by the Borrowers in respect of such Facilities, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement as to such Facilities, other than as aforesaid. 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 (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's ’s resignation or removal hereunder as Agent as to all any of the FacilitiesFacilities shall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent as to any such Facilities under this Agreement.

Successor Agents. The (a) Any Agent may resign as to any or all of the Facilities at any time by giving 30 days’ prior written notice thereof to the Lender Parties and the Borrowers 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 it (or its Affiliate) has been replaced as an Issuing Bank and released from all obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent as to such of the Facilities as to which the Agent has resigned or been removed, 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 delayedAgent. 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, subject, so long as no Default shall have occurred and be continuing, to the consent of Crompton Corp., such consent not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least US$$250,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent as to all Agent, and, in the case of the Facilities and 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 If within 45 days after written notice is given of the Facilities and upon the execution and filing retiring Agent’s 109 resignation 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 removal under this Section 8.06 no successor Agent shall succeed to have been appointed and become vested with all the rightsshall have accepted such appointment, powers, discretion, privileges and duties of then on such 45th day (i) the retiring Agent as to such FacilitiesAgent’s resignation or removal shall become effective, 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 Facilityii) and payments by the Borrowers in respect of such Facilities, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement 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 to such Facilities, other than the Required Lenders appoint a successor Agent as aforesaidprovided above. After any retiring Agent's ’s resignation or removal hereunder as an Agent as to all of the Facilitiesshall have become effective, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent as to any Facilities under this Agreement.