Common use of Successor Agents Clause in Contracts

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

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

Successor Agents. Each Any Agent may resign at any time by giving written notice thereof to the Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Swingline Lender, the Issuing Banks and the Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or will not be effective until (x) it has also been replaced as Collateral Agent, may be removed as Administrative AgentSwing Line Bank and Issuing Bank and released from all of its obligations in respect thereof and (y) WFB’s Commitment has been terminated, Swingline Lender reduced or Collateral Agent, as assigned to other Lenders after the case may be, at the reasonable request of the Borrower or the Majority LendersEffective Date on terms satisfactory to it. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right to appoint a successor, which successor agent shall be (a) subject to Agent with the consent of the Borrower at all times other than during the existence of an Event of Default under Section 11.1 or 11.5 (which consent of the Borrower shall not to be unreasonably withheld or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, that in ). If no event shall any such successor be a Defaulting Lender or a Disqualified Institution. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the LendersLender Parties, with the Swingline Lender and consent of the Issuing BanksBorrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000; provided that, if, such retiring Administrative Agent meeting is unable to find a commercial banking institution which is willing to accept such appointment and which meets the qualifications set forth above (provided that if above, subject to this Section 7.06, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall assume and perform all of the duties of the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all paymentstime, communications and determinations provided to be made byif any, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Required Lenders appoint a successor Agent as provided for above in this Section 12.9)above. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in Loan Documents. If within 45 days after written notice is given of the 105 retiring Agent’s resignation or removal under this Section 12.9). After 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation hereunder or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent shall have become effective, the provisions of this Article 12 (including Section 12.7) and Section 13.5 VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

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

Successor Agents. Each of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Swingline Lender, the Issuing Banks L/C Issuer and the Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower or the Majority LendersBorrowers. Upon receipt of any such notice of resignation or removal, as the case may beresignation, the Majority Required Lenders shall have the right right, subject to the reasonable consent of the Borrowers so long as no Event of Default under Section 7.01(h) or (i) is continuing, to appoint a successor, which successor agent shall be (a) subject to the consent of the Borrower at all times other than during the existence of an Event of Default under Section 11.1 or 11.5 (which consent of the Borrower shall not be unreasonably withheld or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, that in no event shall any such successor be a Defaulting Lender or a Disqualified Institution. If, in the case of a resignation of a retiring Agent, If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, the Swingline Lender Lenders and the Issuing BanksL/C Issuer, appoint a successor Agent meeting the qualifications set forth above (above; provided that if the Administrative retiring Agent shall notify the Borrower Borrowers and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of any the Collateral Agent holding collateral security held by the Agent on behalf of the Lenders or Issuing Banks under and Credit Documentsany Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through the such Agent shall instead be made by or to each Lender and Issuing Bank the L/C Issuer directly, until such time as the Majority Required Lenders appoint a successor Agent as provided for above in this Section 12.9)Section. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Loan Documents (if not already discharged therefrom as provided above in this Section 12.9Section). The fees payable by the Borrowers (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Loan Documents, the provisions of this Article 12 (including Section 12.7) VIII and Section 13.5 9.05 shall continue in effect for the benefit of such retiring Agent, its Subagents sub-agents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. Any resignation of any Person by Citibank as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing BankL/C Issuer and Swingline Lender, (b) the retiring Issuing Bank L/C Issuer and Swingline Lender shall be discharged from all of its their respective duties and obligations hereunder and or under the other Credit Loan Documents, and (c) the successor Issuing Bank 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 the retiring Issuing Bank L/C Issuer to effectively assume the obligations of the retiring Issuing Bank L/C Issuer with respect to such Letters of Credit.

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

Successor Agents. Each Any Agent may resign as to any or all of the Administrative Agent and Collateral Agent may Facilities at any time give by giving written notice of its resignation thereof to the Lenders, the Swingline Lender, the Issuing Banks Lender Parties and the Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, Borrower and may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request to all of the Borrower Facilities at any time with or without cause by the Majority Required Lenders; provided, however, that any resignation or removal of (i) any Agent will not be effective until a successor Agent has been appointed, and has accepted such appointment, in accordance with this Section 8.06 and (ii) the Administrative Agent will not be effective until it has also been replaced as Collateral Agent and, if applicable, Issuing Lender and released from all of its obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right to appoint a successor, which successor agent shall be (a) subject to with the consent of the Borrower at all times other than during the existence of an Event of Default under Section 11.1 or 11.5 (which consent of the Borrower shall not be unreasonably withheld or delayed) so long as no Event of Default has occurred and (bis continuing) shall have the right to appoint a successor Agent as to such of the Facilities as to which such Agent has resigned or been removed. If no successor Agent shall have been so appointed and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof with an office in New York, New York and having a combined capital and surplus of at least $500,000,000. Upon the United States, or an Affiliate acceptance of any such bank with an office in appointment as Agent hereunder by a successor Agent as to all of the United States; provided, that in no event shall any such successor be a Defaulting Lender or a Disqualified Institution. IfFacilities and, in the case of a resignation of a retiring Agent, no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, the Swingline Lender and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9). Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other Credit Documents (if not already instruments or notices, as may be necessary or desirable, or as 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, and the retiring Administrative Agent shall be discharged therefrom from its duties and obligations under this Agreement as provided above in this Section 12.9)to such Facilities, other than as aforesaid. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint (with the consent of the Borrower, if otherwise required) a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Article 12 (including Section 12.7) and Section 13.5 VIII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditFacilities under this Agreement.

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

Successor Agents. Each of the Administrative Agent and Collateral Any Agent may resign at any time give by giving written notice of its resignation thereof to the Lenders, the Swingline Lender, the Issuing Banks Lender Parties and the Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, Borrower and may be removed as Administrative Agent, Swingline Lender at any time with or Collateral Agent, as without cause by the case may be, at the reasonable request of the Borrower or the Majority Required Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right to appoint a successorsuccessor Agent; provided that, which successor agent shall be (a) subject to the consent of the Borrower at all times other than during the existence of an so long as no Default or Event of Default under Section 11.1 or 11.5 has occurred and is continuing, the Borrower's approval of such successor Agent shall be required (which consent of the Borrower shall such approval not to be unreasonably withheld or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, that in withheld). If no event shall any such successor be a Defaulting Lender or a Disqualified Institution. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent's giving of notice of its resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders, the Swingline Lender and the Issuing BanksParties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by the Agent on behalf State thereof and having a combined capital and surplus TODCO - Omnibus Credit Agreement 77 of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent and, in the Administrative Agent or case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Vessel Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s 's resignation hereunder or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent's resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as Agent shall have become effective, the provisions of this Article 12 (including Section 12.7) and Section 13.5 VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to under this Section 12.9 shall also constitute its resignation as Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditAgreement.

Successor Agents. Each of the Administrative Agent and Collateral Any Agent may resign at any time give notice of its resignation to by notifying the other Agents, the Lenders, the Swingline Lender, the Issuing Banks Letter of Credit Issuer and the Borrower. If Upon any such resignation, the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as Required Lenders (with the case may be, at the reasonable request consent of the Borrower Borrower, not to be unreasonably withheld or the Majority Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Lenders delayed) shall have the right to appoint a successor, which successor agent shall be (a) subject to the consent of the Borrower at all times other than during the existence of an Event of Default under Section 11.1 or 11.5 (which consent of the Borrower shall not be unreasonably withheld or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, that in . If no event shall any such successor be a Defaulting Lender or a Disqualified Institution. If, in the case of a resignation of a retiring Agent, no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may (with the consent of the Borrower, not to be unreasonably withheld or delayed), on behalf of the Lenders, the Swingline Lender Lenders and the Issuing BanksLetter of Credit Issuer, appoint a successor Agent meeting the qualifications set forth above (which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank; provided that if the Administrative such Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (ax) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or Issuing Banks Secured Parties under and any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (by) all payments, communications and determinations provided to be made by, to or through the such Agent shall instead be made by or to each Lender and Issuing Bank the Letter of Credit Issuer directly, until such time as the Majority Required Lenders with (except after the occurrence and during the continuation of a Default or Event of Default) the consent of the Borrower (not to be unreasonably withheld) appoint a successor Agent Agents as provided for above in this Section 12.9)paragraph. Upon the acceptance of any appointment as an Agent hereunder by such a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)hereunder. After the retiring an Agent’s resignation hereunder and under the other Credit Documentshereunder, the provisions of this Article 12 (including Section 12.7) and Section 13.5 14.5 shall continue in effect for the its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as an Agent. Any Without limitation to Sections 3.6(a) or 14.9, any resignation of any Person by Citibank, N.A. as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank the Letter of Credit Issuer and Swingline Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing BankLetter of Credit Issuer and Swing Line Lender, (b) the retiring Issuing Bank Letter of Credit Issuer and Swing Line Lender shall be discharged from all of its their respective duties and obligations hereunder and or under the other Credit Documents, and (c) the successor Issuing Bank Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank Letter of Credit Issuer to effectively assume the obligations of the retiring Issuing Bank Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agents. Each Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and will not be effective until it has also been replaced as Collateral Agent may at any time give notice and Issuing Bank and released from all of its resignation to the Lenders, the Swingline Lender, the Issuing Banks and the Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower or the Majority Lendersobligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right to appoint a successor, which successor agent shall be (a) subject Agent as to the consent such of the Borrower at all times other than during the existence of an Event of Default under Section 11.1 Facilities as to which such Agent has resigned or 11.5 (which consent of the Borrower shall not be unreasonably withheld or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, that in been removed. If no event shall any such successor be a Defaulting Lender or a Disqualified Institution. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders, the Swingline Lender and the Issuing BanksParties, appoint a successor Agent, which shall be a Lender or a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Agent meeting hereunder by a successor Agent as to all of the qualifications set forth above (provided that if Facilities and, in the Administrative case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may 77 be necessary or desirable, or as 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 notify succeed to and become vested with all the Borrower rights, powers, discretion, privileges and duties of the Lenders that no qualifying Person has accepted such appointmentretiring Agent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or Issuing Banks under and Credit Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9). Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent as to less than all of the Administrative Agent or Facilities and, in the case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (or retirednotwithstanding any resignation as Agent with respect to the Letter of Credit Facility) Agentand payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the this Agreement as to such Facilities, other Credit Documents (if not already discharged therefrom than as provided above in this Section 12.9)aforesaid. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Article 12 (including Section 12.7) and Section 13.5 VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditFacilities under this Agreement.

Successor Agents. Each of the Administrative Agent and Collateral Any Agent may resign at any time give by giving 30 days' prior written notice of its resignation thereof to the Lenders, the Swingline Lender, the Issuing Banks Lenders and the Borrower. If the Administrative AgentBorrowers, and any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may be removed as Administrative Agent, Swingline Lender at any time with or Collateral Agent, as without cause by an instrument or concurrent instruments in writing delivered to the case may be, at Borrowers and the reasonable request of Agent and signed by the Borrower or the Majority Required Lenders. Upon receipt of any such notice of resignation or any such removal, as the case may be, the Majority Required Lenders shall have the right right, upon five Business Days' notice to the Borrowers, to appoint a successor, which successor agent shall be Agent (a) subject to the consent of the Borrower at all times other than during the existence of an Event of Default under Section 11.1 or 11.5 (which consent of the Borrower shall not be unreasonably withheld or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, provided that in no event shall any such successor be is or simultaneously therewith becomes a Defaulting Lender or a Disqualified InstitutionLender). If, in the case of a resignation of a retiring Agent, If no such successor Agent shall have been so appointed by the Majority Required Lenders and shall have accepted within such appointment within thirty (30) days after the retiring Agent gives notice of its resignation30 day period, then the retiring Agent may may, on behalf of the LendersSecured Parties, the Swingline Lender and the Issuing Banks, petition a court of competent jurisdiction for a successor or it may appoint a successor Agent meeting Agent, which shall (i) be authorized under the qualifications set forth above laws of the jurisdiction of its incorporation to exercise corporation trust powers or be a bank, (ii) have a combined capital and surplus of at least five hundred million dollars ($500,000,000), and (iii) be acceptable to the Majority Lenders (provided that that, if the Administrative Agent shall notify the Borrower and the Majority Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and do not (a) confirm such acceptance in writing within 30 days following the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case selection of any collateral security held such successor by the Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all paymentsselect another Agent within such 30 day period, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as then the Majority Lenders appoint a shall be deemed to have given such acceptance and such successor shall be deemed appointed as the applicable Agent as provided for above in this Section 12.9hereunder). Upon the acceptance of a successor’s any appointment as the Administrative Agent or Collateral hereunder by a successor Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such that successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, removed Agent and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Agreement. After the any retiring or removed Agent’s 's resignation or removal hereunder and under the other Credit Documentsas Agent, the provisions of this Article 12 (including Section 12.7) and Section 13.5 VIII. ------------- shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agentunder this Agreement. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.105

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

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

Successor Agents. Each of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Swingline Lender, the Issuing Banks L/C Issuer and the Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower or the Majority LendersBorrowers. Upon receipt of any such notice of resignation or removal, as the case may beresignation, the Majority Required Lenders shall have the right right, subject to the reasonable consent of the Borrowers so long as no Event of Default under Section 7.01(h) or (i) is continuing, to appoint a successor, which successor agent shall be (a) subject to the consent of the Borrower at all times other than during the existence of an Event of Default under Section 11.1 or 11.5 (which consent of the Borrower shall not be unreasonably withheld or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, that in no event shall any such successor be a Defaulting Lender or a Disqualified Institution. If, in the case of a resignation of a retiring Agent, If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, the Swingline Lender Lenders and the Issuing BanksL/C Issuer, appoint a successor Agent meeting the qualifications set forth above (above; provided that if the Administrative retiring Agent shall notify the Borrower Borrowers and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of any the Collateral Agent holding collateral security held by the Agent on behalf of the Lenders or Issuing Banks under and Credit Documentsany Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through the such Agent shall instead be made by or to each Lender and Issuing Bank the L/C Issuer directly, until such time as the Majority Required Lenders appoint a successor Agent as provided for above in this Section 12.9)Section. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Loan Documents (if not already discharged therefrom as provided above in this Section 12.9Section). The fees payable by the Borrowers (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Loan Documents, the provisions of this Article 12 (including Section 12.7) VIII and Section 13.5 9.05 shall continue in effect for the benefit of such retiring Agent, its Subagents sub-agents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. 181 Any resignation of any Person by Citibank as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing BankL/C Issuer and Swingline Lender, (b) the retiring Issuing Bank L/C Issuer and Swingline Lender shall be discharged from all of its their respective duties and obligations hereunder and or under the other Credit Loan Documents, and (c) the successor Issuing Bank 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 the retiring Issuing Bank L/C Issuer to effectively assume the obligations of the retiring Issuing Bank L/C Issuer with respect to such Letters of Credit.

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

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

Successor Agents. Each of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Swingline Lender, the Issuing Banks Letter of Credit Issuer and the Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower or the Majority LendersHoldings. Upon receipt of any such notice of resignation or removal, as the case may beresignation, the Majority Required Lenders shall have the right right, subject to the consent of Holdings (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 successor agent shall be (a) subject to the consent of the Borrower at all times other than during the existence of an Event of Default under Section 11.1 or 11.5 (which consent of the Borrower shall not be unreasonably withheld or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, that in no event shall any such successor be a Defaulting Lender or a Disqualified Institution. If, in the case of a resignation of a retiring Agent, If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, the Swingline Lender and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above (above; provided that if the Administrative Agent or Collateral Agent shall notify the Borrower Borrowers and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a1) the retiring Agent agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or Issuing Banks the Letter of Credit Issuer under and any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Issuing Bank the Letter of Credit Issuer directly, until such time as the Majority Required Lenders appoint a successor Agent as provided for above in this Section 12.9)paragraph. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). The fees payable by Holdings (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article Section 12 (including Section 12.7) and Section 13.5 shall continue in effect for the benefit of such retiring Agent, its Subagents sub-agents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. Any resignation of any Person by Citibank, N.A. as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank Letter of Credit Issuer and its Affiliates’ resignation as Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing BankLetter of Credit Issuer and Swingline Lender, (b) the retiring Issuing Bank Letter of Credit Issuer and Swingline Lender shall be discharged from all of its their respective duties and obligations hereunder and or under the other Credit Documents, and (c) the successor Issuing Bank Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank Letter of Credit Issuer to effectively assume the obligations of the retiring Issuing Bank Letter of Credit Issuer with respect to such Letters of Credit.

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

Successor Agents. Each Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent and Collateral Agent may resign at any time give notice of its resignation to by notifying the Lenders, the Swingline Lender, the Issuing Banks Lenders and the Borrower. If Upon any such resignation by the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower or the Majority Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right to appoint a successorright, which successor agent shall be (a) subject to with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower at all times other than during the existence of an Event of Default under Section 11.1 or 11.5 (which such consent of the Borrower shall not to be unreasonably withheld or delayed) and (b) ), to appoint a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, that in successor. If no event shall any such successor be a Defaulting Lender or a Disqualified Institution. If, in the case of a resignation of a retiring Agent, no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Lenders, the Swingline Lender and the Issuing BanksBorrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that a bank institution with an office in the case New York, New York, or an Affiliate of any collateral security held by the Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under hereunder. The fees payable by the other Credit Documents (if not already discharged therefrom Borrower to a successor Administrative Agent shall be the same as provided above in this Section 12.9)those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Credit Documentshereunder, the provisions of this Article 12 (including Section 12.7) and Section 13.5 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its Subagents sub-agents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent it was acting as an Administrative Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution [**] – Confidential treatment has been requested for the Letters of Credit, if any, outstanding at bracketed portions. The confidential redacted portion has been omitted and filed separately with the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditSecurities and Exchange Commission.

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

Successor Agents. Each of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Swingline Lender, the Issuing Banks L/C Issuer and the Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower or the Majority Lenders. Upon receipt of any such notice of resignation or removal, as the case may beresignation, the Majority Required Lenders shall have the right right, subject to the reasonable consent of the Borrower so long as no Event of Default under Section 7.01(h) or (i) is continuing, to appoint a successor, which successor agent shall be (a) subject to the consent of the Borrower at all times other than during the existence of an Event of Default under Section 11.1 or 11.5 (which consent of the Borrower shall not be unreasonably withheld or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, that in no event shall any such successor be a Defaulting Lender or a Disqualified Institution. If, in the case of a resignation of a retiring Agent, If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, the Swingline Lender Lenders and the Issuing BanksL/C Issuer, appoint a successor Agent meeting the qualifications set forth above (above; provided that if the Administrative retiring Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of any the Collateral Agent holding collateral security held by the Agent on behalf of the Lenders or Issuing Banks under and Credit Documentsany Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through the such Agent shall instead be made by or to each Lender and Issuing Bank the L/C Issuer directly, until such time as the Majority Required Lenders appoint a successor Agent as provided for above in this Section 12.9)Section. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Loan Documents (if not already discharged therefrom as provided above in this Section 12.9Section). The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Loan 187 Documents, the provisions of this Article 12 (including Section 12.7) VIII and Section 13.5 9.05 shall continue in effect for the benefit of such retiring Agent, its Subagents sub-agents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. Any resignation of any Person by Credit Suisse AG, Cayman Islands Branch as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank and Swingline LenderL/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing BankL/C Issuer, (b) the retiring Issuing Bank L/C Issuer shall be discharged from all of its their respective duties and obligations hereunder and or under the other Credit Loan Documents, and (c) the successor Issuing Bank 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 the retiring Issuing Bank L/C Issuer to effectively assume the obligations of the retiring Issuing Bank L/C Issuer with respect to such Letters of Credit.

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

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

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

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

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

Successor Agents. Each of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Swingline Lender, the Issuing Banks Letter of Credit Issuer and the Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower or the Majority LendersHoldings. Upon receipt of any such notice of resignation or removal, as the case may beresignation, the Majority Required Lenders shall have the right right, subject to the consent of Holdings (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 successor agent shall be (a) subject to the consent of the Borrower at all times other than during the existence of an Event of Default under Section 11.1 or 11.5 (which consent of the Borrower shall not be unreasonably withheld or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, that in no event shall any such successor be a Defaulting Lender or a Disqualified Institution. If, in the case of a resignation of a retiring Agent, If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, the Swingline Lender and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above (above; provided that if the Administrative Agent or Collateral Agent shall notify the Borrower Borrowers and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a1) the retiring Agent agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or Issuing Banks the Letter of Credit Issuer under and any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Issuing Bank the Letter of Credit Issuer directly, until such time as the Majority Required Lenders appoint a successor Agent as provided for above in this Section 12.9)paragraph. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). The fees payable by Holdings (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article Section 12 (including Section 12.7) and Section 13.5 shall continue in effect for the benefit of such retiring Agent, its Subagents sub-agents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. Any resignation of any Person by UBS AG, Stamford Branch as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank Letter of Credit Issuer and its Affiliates’ resignation as Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing BankLetter of Credit Issuer and Swingline Lender, (b) the retiring Issuing Bank Letter of Credit Issuer and Swingline Lender shall be discharged from all of its their respective duties and obligations hereunder and or under the other Credit Documents, and (c) the successor Issuing Bank Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank Letter of Credit Issuer to effectively assume the obligations of the retiring Issuing Bank Letter of Credit Issuer with respect to such Letters of Credit.

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

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

Successor Agents. Each of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Swingline Lender, the Issuing Banks Letter of Credit Issuer and the Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower or the Majority LendersHoldings. Upon receipt of any such notice of resignation or removal, as the case may beresignation, the Majority Required Lenders shall have the right right, subject to the consent of Holdings (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 successor agent shall be (a) subject to the consent of the Borrower at all times other than during the existence of an Event of Default under Section 11.1 or 11.5 (which consent of the Borrower shall not be unreasonably withheld or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, that in no event shall any such successor be a Defaulting Lender or a Disqualified Institution. If, in the case of a resignation of a retiring Agent, If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, the Swingline Lender and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above (above; provided that if the Administrative Agent or Collateral Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a1) the retiring Agent agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or Issuing Banks the Letter of Credit Issuer under and any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Issuing Bank the Letter of Credit Issuer directly, until such time as the Majority Required Lenders appoint a successor Agent as provided for above in this Section 12.9)paragraph. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). The fees payable by Holdings (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article Section 12 (including Section 12.7) and Section 13.5 shall continue in effect for the benefit of such retiring Agent, its Subagents sub-agents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. Any resignation of any Person by Wxxxx Fargo Bank, National Association as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank Letter of Credit Issuer and its Affiliates’ resignation as Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing BankLetter of Credit Issuer and Swingline Lender, (b) the retiring Issuing Bank Letter of Credit Issuer and Swingline Lender shall be discharged from all of its their respective duties and obligations hereunder and or under the other Credit Documents, and (c) the successor Issuing Bank Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank Letter of Credit Issuer to effectively assume the obligations of the retiring Issuing Bank Letter of Credit Issuer with respect to such Letters of Credit.

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

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

Successor Agents. Each of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Swingline Lender, the Issuing Banks Letter of Credit Issuer and the Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower or the Majority LendersHoldings. Upon receipt of any such notice of resignation or removal, as the case may beresignation, the Majority Required Lenders shall have the right right, subject to the consent of Holdings (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 successor agent shall be (a) subject to the consent of the Borrower at all times other than during the existence of an Event of Default under Section 11.1 or 11.5 (which consent of the Borrower shall not be unreasonably withheld or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, that in no event shall any such successor be a Defaulting Lender or a Disqualified Institution. If, in the case of a resignation of a retiring Agent, If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, the Swingline Lender and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above (above; provided that if the Administrative Agent or Collateral Agent shall notify the Borrower Borrowers and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a1) the retiring Agent agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or Issuing Banks the Letter of Credit Issuer under and any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Issuing Bank the Letter of Credit Issuer directly, until such time as the Majority Required Lenders appoint a successor Agent as provided for above in this Section 12.9)paragraph. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9). The fees payable by Holdings (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between Holdings and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article Section 12 (including Section 12.7) and Section 13.5 shall continue in effect for the benefit of such retiring Agent, its Subagents sub-agents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. Any resignation of any Person by UBSCitibank, X.XX, Stamford Branch. as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank Letter of Credit Issuer and its Affiliates’ resignation as Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing BankLetter of Credit Issuer and Swingline Lender, (b) the retiring Issuing Bank Letter of Credit Issuer and Swingline Lender shall be discharged from all of its their respective duties and obligations hereunder and or under the other Credit Documents, and (c) the successor Issuing Bank Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank Letter of Credit Issuer to effectively assume the obligations of the retiring Issuing Bank Letter of Credit Issuer with respect to such Letters of Credit.

Successor Agents. Each Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Swingline Lender, the Issuing Banks and the Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or will not be effective until it has also been replaced as Collateral Agent, may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request Swing Line Bank and Issuing Bank and released from all of the Borrower or the Majority Lendersits obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right to appoint a successorsuccessor Agent (which, which successor agent shall be (a) subject to the consent of the Borrower at all times other than during the existence of an so long as no Event of Default under Section 11.1 or 11.5 (which consent shall have occurred and be continuing, shall be an institution reasonably acceptable to the Borrower) as to such of the Borrower shall not be unreasonably withheld Facilities as to which such Agent has resigned or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, that in been removed. If no event shall any such successor be a Defaulting Lender or a Disqualified Institution. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders, the Swingline Lender and the Issuing BanksParties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank Pregis Credit Agreement 121 organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by State thereof and having a combined capital and surplus of at least $250,000,000 and, so long as no Event of Default shall have occurred and be continuing, reasonably acceptable to the Agent on behalf of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)Borrower. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent as to all of the Administrative Agent or Facilities and, in the case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit Documents (if not already notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged therefrom from its duties and obligations under this Agreement as provided above in this Section 12.9)to such Facilities, other than as aforesaid. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Article 12 (including Section 12.7) and Section 13.5 VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditFacilities under this Agreement.

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

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

Successor Agents. Each Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lender Parties and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, 109 Amended and Restated KCSR Credit Agreement however, that any removal of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Swingline Lender, the Issuing Banks and the Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or will not be effective until it has also been replaced as Collateral Agent, may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request Swing Line Bank and Issuing Bank and released from all of the Borrower or the Majority Lendersits obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right with the approval of the Borrower (such approval not to be unreasonably withheld) to appoint a successor, which successor agent shall be (a) subject Agent as to the consent such of the Borrower at all times other than during the existence of an Event of Default under Section 11.1 Facilities as to which such Agent has resigned or 11.5 (which consent of the Borrower shall not be unreasonably withheld or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, that in been removed. If no event shall any such successor be a Defaulting Lender or a Disqualified Institution. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the LendersLender Parties, with the Swingline Lender and approval of the Issuing Banks, Borrower (such approval not to be unreasonably withheld) appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by the Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent as to all of the Administrative Agent or Facilities and, in the case of a successor Collateral Agent, as the case may beif a Security Period is in effect, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, if a Security Period shall then be in effect, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit Documents (if not already notwithstanding any resignation as Agent with respect to the Letter of Credit Facility) and payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged therefrom from its duties and obligations under this Agreement as provided above in this Section 12.9)to such Facilities, other than as aforesaid. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 7.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Article 12 (including Section 12.7) and Section 13.5 VII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditFacilities under this Agreement.

Successor Agents. Each The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Swingline Lender, the Issuing Banks and the Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may will not be removed effective until it has been replaced as Administrative Agent, Swingline Lender Agent and it (or Collateral Agent, its Affiliate) has been replaced as the case may be, at the reasonable request of the Borrower or the Majority Lendersan Issuing Bank and released from all obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right to appoint a successor, which successor agent shall be (a) subject to the consent of the Borrower at all times other than during the existence of an Event of Default under Section 11.1 or 11.5 (which consent of the Borrower shall not be unreasonably withheld or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, that in Agent. If no event shall any such successor be a Defaulting Lender or a Disqualified Institution. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders, the Swingline Lender and the Issuing BanksParties, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by the Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as the Administrative an Agent or Collateral hereunder by a successor Agent, as and, in the case may beof a successor Administrative Agent, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages and Assignments of Leases, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)Loan Documents. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent’s resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article 12 (including Section 12.7) and Section 13.5 VIII shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement. In addition to the foregoing, if a Lender becomes, and during any of them while period such Lender remains, a Defaulting Lender, any Issuing Bank or Swing Line Bank may resign at any time by giving 30 days’ prior notice to the retiring Agent was acting as an Administrative Agent, the Lenders and the Borrower. Any After the resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as an Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rightshereunder, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from remain a party hereto and shall continue to have all of its duties the rights and obligations hereunder of an Issuing Bank under this Agreement and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank Loan Documents with respect to such Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, renew or increase any existing Letter of Credit. After the resignation of a Swing Line Bank hereunder, the retiring Swing Line Bank shall remain a party hereto and shall continue to have all the rights and obligations of a Swing Line Bank under this Agreement and the other Loan Documents with respect to Swing Line Advances issued by it prior to such resignation, but shall not be required to issue additional Swing Line Advances or to extend, renew or increase any existing Swing Line Advances.

Successor Agents. Each of the Administrative Agent and Collateral Any Agent may resign at any time give by giving thirty (30) Business Days' prior written notice of its resignation thereof to the Lendersother Secured Parties and the Borrower Representative. Upon any such resignation of an Agent, the Swingline Lender, the Issuing Banks and the Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower or the Majority Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right to appoint a successorsuccessor Agent, which successor agent which, so long as there is no Event of Default that has occurred and is continuing under Section 12.1 or Section 12.5 (with respect to CGI Borrower), shall be (a) subject to the consent approval of the Borrower at all times other than during the existence of an Event of Default under Section 11.1 or 11.5 Representative (which consent of the Borrower whose approval in any event shall not be unreasonably withheld or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, that in ). If no event shall any such successor be a Defaulting Lender or a Disqualified Institution. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Required Lenders and and/or none shall have accepted such appointment within thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may may, on behalf of the Lenders, the Swingline Lender and the Issuing Banksother Secured Parties, appoint a successor Agent meeting which shall be a commercial bank (or Affiliate thereof) organized as a Schedule I or Schedule II bank under the qualifications set forth above Bank Act (provided that if Canada), or under the Administrative laws of the United States of America or of any state thereof, and having a combined capital and surplus of a least $1,000,000,000, or capable of complying with all of the duties of such Agent hereunder (in the opinion of the retiring Agent and as certified to the other Secured Parties in writing by such successor Agent) which, so long as there is no Specified Default, shall be reasonably satisfactory to the Borrower Representative (whose consent shall not in any event be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent by a successor Agent, such successor Agent shall notify thereupon succeed to and become vested with all the Borrower rights, powers, privileges and duties of the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice retiring Agent and (a) the retiring Agent shall be discharged from its duties and obligations hereunder and under the this Agreement (other Credit Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or Issuing Banks than under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9). Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.914.16). After the any retiring Agent’s 's resignation hereunder and under the other Credit Documentsas such Agent, the provisions of this Article 12 (including Section 12.7) and Section 13.5 13 shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement. Notwithstanding anything to the contrary contained herein, any Letter of them while Credit Issuer or the retiring Agent was acting Swingline Lender may, upon thirty (30) days' prior written notice to the Borrower Representative and the Lenders, resign as an Agent. Any resignation a Letter of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank and Credit Issuer or the Swingline Lender. Upon , respectively; provided that on or prior to the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time expiration of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank 30-day period with respect to such resignation, the relevant Letter of Credit Issuer or the Swingline Lender shall have identified a successor Letter of Credit Issuer or Swingline Lender reasonably acceptable to the Borrower Representative willing to accept its appointment as successor Letter of Credit Issuer or Swingline Lender, as applicable. In the event of any such resignation of a Letter of Credit Issuer or the Swingline Lender, the Borrower Representative shall be entitled to appoint from among the Lenders willing to accept such appointment a successor Letter of Credit Issuer or Swingline Lender hereunder; provided that no failure by the Borrower Representative to appoint any such successor shall affect the resignation of the relevant Letter of Credit Issuer or the Swingline Lender, as the case may be, except as expressly provided above. If a Letter of Credit Issuer resigns as a Letter of Credit Issuer, it shall retain all the rights and obligations of a Letter of Credit Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as a Letter of Credit Issuer and all Obligations with respect thereto (including the right to require the Lenders to make Prime Rate Loans, ABR Loans, European Base Rate Loans or fund risk participations in Letters of Credit). If the Swingline Xxxxxx 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 ABR Loans, Prime Rate Loans, European Base Rate Loans or fund risk participations in outstanding Swingline Loans.

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

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

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

Successor Agents. Each of the Administrative Agent and Collateral Agent may at any time give notice of its resignation to the Lenders, the Swingline Lender, the Issuing Banks L/C Issuer and the Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as the case may be, at the reasonable request of the Borrower or the Majority Lenders. Upon receipt of any such notice of resignation or removal, as the case may beresignation, the Majority Required Lenders shall have the right right, subject to the reasonable consent of the Borrower so long as no Event of Default under Section 7.01(h) or (i) is continuing, to appoint a successor, which successor agent shall be (a) subject to the consent of the Borrower at all times other than during the existence of an Event of Default under Section 11.1 or 11.5 (which consent of the Borrower shall not be unreasonably withheld or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, that in no event shall any such successor be a Defaulting Lender or a Disqualified Institution. If, in the case of a resignation of a retiring Agent, If no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, the Swingline Lender Lenders and the Issuing BanksL/C Issuer, appoint a successor Agent meeting the qualifications set forth above (above; provided that if the Administrative retiring Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Loan Documents (except that in the case of any the Collateral Agent holding collateral security held by the Agent on behalf of the Lenders or Issuing Banks under and Credit Documentsany Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed) and (b2) all payments, communications and determinations provided to be made by, to or through the such Agent shall instead be made by or to each Lender and Issuing Bank the L/C Issuer directly, until such time as the Majority Required Lenders appoint a successor Agent as provided for above in this Section 12.9)Section. Upon the acceptance of a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Loan Documents (if not already discharged therefrom as provided above in this Section 12.9Section). The fees payable by the Borrower (following the effectiveness of such appointment) to such Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Credit Loan Documents, the provisions of this Article 12 (including Section 12.7) VIII and Section 13.5 9.05 shall continue in effect for the benefit of such retiring Agent, its Subagents sub-agents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as an Agent. Any resignation of any Person by Credit Suisse AG, Cayman Islands Branch as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank and Swingline LenderL/C Issuer if Credit Suisse AG, Cayman Islands Branch was L/C Issuer at the time of Credit Suisse AG, Cayman Islands Branch’s resignation as Administrative Agent. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing BankL/C Issuer, (b) the retiring Issuing Bank L/C Issuer shall be discharged from all of its their respective duties and obligations hereunder and or under the other Credit Loan Documents, and (c) the successor Issuing Bank 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 the retiring Issuing Bank L/C Issuer to effectively assume the obligations of the retiring Issuing Bank L/C Issuer with respect to such Letters of Credit.

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

Successor Agents. Each Any Agent may resign as to any or all of the Facilities at any time by giving written notice thereof to the Lenders and the Borrower and may be removed as to all of the Facilities at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent and Collateral Agent may at any time give notice of will not be effective until it or its resignation to the Lenders, the Swingline Lender, the Issuing Banks and the Borrower. If the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Affiliate has also been replaced as Collateral Agent, may be removed as Administrative Agent, Swingline Swing Line Lender or Collateral Agent, as the case may be, at the reasonable request and Issuing Bank and discharged from all of the Borrower or the Majority Lendersits obligations in respect thereof. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Required Lenders shall have the right to appoint a successor, which successor agent shall be (a) subject to with the consent of the Borrower at all times other than during the existence of an Borrower, so long as no Event of Default under Section 11.1 has occurred or 11.5 (which consent is continuing) to appoint a successor Agent as to such of the Borrower shall not be unreasonably withheld Facilities as to which such Agent has resigned or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, that in been removed. If no event shall any such successor be a Defaulting Lender or a Disqualified Institution. If, in the case of a resignation of a retiring Agent, no such successor Agent shall have been so appointed by the Majority Required Lenders (or, so long as no Event of Default has occurred or is continuing, consented to by the Borrower), and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent gives Agent’s giving of notice of its resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may may, on behalf of the Lenders, the Swingline Lender and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above (provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointmentAgent, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Agent which shall be discharged from its duties and obligations hereunder and a commercial bank organized under the other Credit Documents (except that in laws of the case United States or of any collateral security held by the Agent on behalf State thereof and having a combined capital and surplus of the Lenders or Issuing Banks under and Credit Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above in this Section 12.9)at least $250,000,000. Upon the acceptance of a successor’s any appointment as Agent hereunder by a successor Agent as to all of the Administrative Agent or Facilities and, in the case of a successor Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Majority Required Lenders may reasonably request, in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent as to less than all of the Facilities and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be reasonably necessary or desirable, or as the Required Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Collateral Documents, such successor Agent shall succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring Agent as to such Facilities, other than with respect to funds transfers and other similar aspects of the administration of Borrowings under such Facilities, issuances of Letters of Credit (or retirednotwithstanding any resignation as Agent with respect to the Letter of Credit Facility) Agentand AMERICAS/2023095923.12023095923.18 181 Credit Agreement payments by the Borrower in respect of such Facilities, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the this Agreement as to such Facilities, other Credit Documents (if not already discharged therefrom than as provided above in this Section 12.9)aforesaid. After If within 45 days after written notice is given of the retiring Agent’s resignation hereunder or removal under this Section 9.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (a) the retiring Agent’s resignation or removal shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and obligations under the other Credit DocumentsLoan Documents and (c) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as Agent as to any of the Facilities shall have become effective, the provisions of this Article 12 (including Section 12.7) and Section 13.5 VII9 shall continue in effect for the inure to its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Agent was acting as an Agent. Any resignation of any Person as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank, (b) the retiring Issuing Bank shall be discharged from all of its duties and obligations hereunder and under the other Credit Documents, and (c) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of CreditFacilities under this Agreement.

Successor Agents. Each of the Administrative Agent and Collateral Any Agent may resign at any time give notice of its resignation to by notifying the other Agents, the Lenders, the Swingline Lender, the Issuing Banks Letter of Credit Issuer and the Borrower. If Upon any such resignation, the Administrative Agent, any Swingline Lender and/or Collateral Agent becomes a Defaulting Lender, then such Administrative Agent, Swingline Lender or Collateral Agent, may be removed as Administrative Agent, Swingline Lender or Collateral Agent, as Required Lenders (with the case may be, at the reasonable request consent of the Borrower Borrower, not to be unreasonably withheld or the Majority Lenders. Upon receipt of any such notice of resignation or removal, as the case may be, the Majority Lenders delayed) shall have the right to appoint a successor, which successor agent shall be (a) subject to the consent of the Borrower at all times other than during the existence of an Event of Default under Section 11.1 or 11.5 (which consent of the Borrower shall not be unreasonably withheld or delayed) and (b) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided, that in . If no event shall any such successor be a Defaulting Lender or a Disqualified Institution. If, in the case of a resignation of a retiring Agent, no such successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may (with the consent of the Borrower, not to be unreasonably withheld or delayed), on behalf of the Lenders, the Swingline Lender Lenders and the Issuing BanksLetter of Credit Issuer, appoint a successor Agent meeting the qualifications set forth above (which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank; provided that if the Administrative such Agent shall notify the Borrower and the Lenders that no qualifying Person person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (ax) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or Issuing Banks Secured Parties under and any of the Credit Documents, the retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (by) all payments, communications and determinations provided to be made by, to or through the such Agent shall instead be made by or to each Lender and Issuing Bank the Letter of Credit Issuer directly, until such time as the Majority Required Lenders with (except after the occurrence and during the continuation of a Default or Event of Default) the consent of the Borrower (not to be unrea- sonably withheld) appoint a successor Agent Agents as provided for above in this Section 12.9)paragraph. Upon the acceptance of any appointment as an Agent hereunder by such a successor’s appointment as the Administrative Agent or Collateral Agent, as the case may be, hereunder, and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Majority Lenders may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, Agent and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section 12.9)hereunder. After the retiring an Agent’s resignation hereunder and under the other Credit Documentshereunder, the provisions of this Article 12 (including Section 12.7) and Section 13.5 14.5 shall continue in effect for the its benefit of such retiring Agent, its Subagents and their respective Agent-Related Parties in respect of any actions taken or omitted to be taken by any of them it while the retiring Agent it was acting as an Agent. Any Without limitation to Sections 3.6(a) or 14.9, any resignation of any Person by Citibank, N.A. as Administrative Agent pursuant to this Section 12.9 shall also constitute its resignation as Issuing Bank the Letter of Credit Issuer and Swingline Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing BankLetter of Credit Issuer and Swing Line Lender, (b) the retiring Issuing Bank Letter of Credit Issuer and Swing Line Lender shall be discharged from all of its their respective duties and obligations hereunder and or under the other Credit Documents, and (c) the successor Issuing Bank Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank Letter of Credit Issuer to effectively assume the obligations of the retiring Issuing Bank Letter of Credit Issuer with respect to such Letters of Credit.

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

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

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

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