Common use of Resignation or Removal of Agent Clause in Contracts

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Upon the acceptance of such appointment hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right to appoint a successor AgentAgent with the consent of Borrower. If no such successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's ’s giving of notice of resignation or the Majority Lenders' Required Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor AgentAgent with the consent of Borrower. Upon the acceptance of such or any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 8.8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agentall Banks. If no successor Agent shall have has been so appointed by all Banks (and approved by the Majority Lenders Borrowers) and shall have has accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent. Any successor Agent must be approved by Borrowers, which approval will not be unreasonably withheld. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 15 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent. To be eligible to be an Agent hereunder the Agentparty serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Bank pursuant to Section 28 hereof.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by giving 60 days' prior written notice thereof to the Lenders Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersBorrowers. Upon any such resignation or removalresignation, the Majority Lenders Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Banks (and, provided that no Default or Event of Default shall have occurred and be continuing, approved by the Borrowers, such approval not to be unreasonably withheld) and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a financial institution having a combined capital and surplus in excess of $150,000,000. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agentresignation, the provisions of this Article XI and Section 12.03 Credit Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Any new Agent appointed pursuant to this Section 14.7 shall immediately issue new Letters of Credit in place of Letters of Credit previously issued by the AgentAgent (to the extent such Letters of Credit are returned by the beneficiaries for purposes of such exchange).

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor AgentBanks. If no successor Agent shall have has been so appointed by the Majority Lenders Banks (and shall have approved by Borrower) and has accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent. Any successor Agent must be approved by Borrower, which approval will not be unreasonably withheld. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 14 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving not less than 10 days' prior written notice thereof to the Lenders Banks and the Borrower, each Borrower and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority LendersRequired Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, after consultation with the Borrowers, appoint a successor AgentAgent which shall be a bank with a combined capital and surplus of at least $100,000,000. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor AgentBanks. If no successor Agent shall have has been so appointed by the Majority Lenders Banks (and shall have approved by Borrowers) and has accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent. Any successor Agent must be approved by Borrowers, which approval will not be unreasonably withheld. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 14 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving fifteen (15) Business Days' written notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removalresignation, the Majority Lenders Borrower shall have the right to appoint a successor AgentAgent from among the remaining Lenders. If no successor Agent shall have been so appointed by the Majority Lenders Borrower and shall have accepted such appointment within thirty fifteen (3015) days Business Days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the LendersBorrower, appoint a successor Agent. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 VIII shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower, Company and the Agent may be removed at any time with or without cause by the Majority LendersBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders Banks and the Borrower, Company and the Agent may be removed at any time with or without cause by the Majority LendersBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent. Upon the acceptance of such appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI Section 11 and Section 12.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Lessee and the BorrowerParticipants, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Participants. Upon any such resignation or removal, the Majority Lenders Required Participants shall have the right to appoint a successor Agent. If , which Agent, if not a Participant, shall be reasonably acceptable to Lessee; provided, however, that Lessee shall have no right to approve a successor Agent shall have been so appointed by the Majority Lenders if a Default has occurred and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agentis continuing. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI Section VI and Section 12.03 any other provision of this Agreement or any other Operative Document which by its terms survives the termination of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided belowin this Section 11.06, the Agent may resign at any time by giving notice thereof to notifying the Lenders Lenders, each Issuing Bank and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agentsuccessor. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of Agent gives notice of its resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLenders and each Issuing Bank, appoint a successor Agent. Upon the acceptance of such its appointment as Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Agent's ’s resignation or removal hereunder as Agenthereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the benefit of such retiring Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor AgentBanks. If no successor Agent shall have has been so appointed by the Majority Lenders all Banks (and shall have approved by Borrower) and has accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which appointment shall require the approval of Borrower only if a party other than one of the other Banks is so appointed. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, (i) the provisions of this Article XI and Section 12.03 17 shall continue in effect for its benefit in respect of to any actions taken take or omitted to be taken by it while it was acting as Agent, and (ii) any Collateral held in possession of the retiring Agent shall be delivered to the successor Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have has been so appointed by the Majority Lenders (and shall have approved by Borrower) and has accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any successor Agent must be approved by Borrower, which approval will not be unreasonably withheld. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder from and after the date on which the successor Agent accepts its appointment. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 XV shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower, Borrowers and the Agent may be removed at any time with or without cause by the Majority LendersBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 12 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor AgentAgent from among the Lenders. Upon the acceptance of such appointment hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with cause (excluding in such instance the vote of the Agent as a Lender) or without cause in writing by the Majority LendersRequired Lenders (including the vote of the Agent in such instance). Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's ’s giving of notice of resignation or the Majority Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Upon the acceptance of such appointment hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor (excluding Agent). If no successor Agent shall have has been so appointed by the Majority Required Lenders (and shall have approved by Borrower) and has accepted such appointment within thirty (30) days after the retiring Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any successor Agent must be approved by Borrower, which approval will not be unreasonably withheld. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 15 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent. To be eligible to be an Agent hereunder the Agentparty serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Lender pursuant to Section 29 hereof.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Xxxxx. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right to appoint a successor AgentAgent with the consent of Xxxxxxxx. If no such successor Agent shall have been so appointed by the Majority Lenders Required Xxxxx and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's ’s giving of notice of resignation or the Majority Lenders' Required Xxxxx’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor AgentAgent with the consent of Xxxxxxxx. Upon the acceptance of such or any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 8.8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, that shall be a financial institution that has an office in New York, New York. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. The Agent may at any time assign all of its rights and obligations hereunder to any affiliate of the Agent by notice to the Company and each Lender.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by all Lenders (excluding the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent). If no successor Agent shall have has been so appointed by the Majority Lenders (and shall have approved by the Borrowers) and has accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any successor Agent must be approved by Borrowers, which approval will not be unreasonably withheld. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 15 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent. To be eligible to be an Agent hereunder the Agentparty serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Lender pursuant to Section 29 hereof.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by all Lenders (excluding the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent). If no successor Agent shall have has been so appointed by the Majority Lenders (and shall have approved by the Borrower) and has accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any successor Agent must be approved by Borrower, which approval will not be unreasonably withheld. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 15 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent. To be eligible to be an Agent hereunder the Agentparty serving, or to serve, in such capacity must own a Pro Rata Part of the Commitment equal to the level of Commitment required to be held by any Lender pursuant to Section 28 hereof.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have has been so appointed by the Majority Lenders (and shall have approved by Borrower) and has accepted such appointment within thirty (30) 30 days after the retiring Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any successor Agent must be approved by Borrower, which approval will not be unreasonably withheld. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder from and after the date on which the successor Agent accepts its appointment. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 XV shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Lenders Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersCompany. Upon any such resignation or removalresignation, the Majority Lenders Banks, with the prior written consent of the Company (which consent shall not be unreasonably withheld), shall have the right to appoint a successor Agent; provided that no such consent of the Company shall be required if a Default or Event of Default has occurred and is then continuing. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard and Poor's. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent both as Agent and Swing Line Bank (including without limitation the rights, powers, privileges and duties of the retiring Agent with respect to such Agent's commitment to issue Letters of Credit pursuant to 5), and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agentresignation, the provisions of this Article XI and Section 12.03 Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. In the Agentevent of a material breach of its duties hereunder, the Agent may be removed by the Banks for cause and the provisions of this 16.11 shall apply to the appointment of a successor.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor AgentAgent with the consent of Borrower (which shall not be unreasonably withheld). If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor AgentAgent with the consent of Borrower (which shall not be unreasonably withheld). Upon the acceptance of such appointment hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks, with the prior written consent of the Borrower (which shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority LendersRequired Banks' removal of the retiring Agent, then the retiring Agent may, with the prior written consent of the Borrower (which shall not be unreasonably withheld or delayed), on behalf of the LendersBanks, appoint a successor Agent. Any successor Agent shall be a bank which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the AgentAgent hereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent, which successor Agent shall (so long as no Event of Default has occurred and is continuing) be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's ’s giving of notice of resignation or the Majority Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be an Acceptable Bank which has an office in New York, New York, which successor Agent shall (so long as no Event of Default has occurred and is continuing) be reasonably acceptable to the Borrower. Upon the acceptance of such any appointment hereunder as Agent by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Financing Documents to which it is intended to be a party. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Lessee and the BorrowerParticipants, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Participants; provided, however, that Agent shall not resign and may not be removed without cause prior to the Commitment Termination Date without the consent of Lessee unless a Change of Law makes it unlawful or unreasonably burdensome for Agent to continue to act in such capacity. Upon any such resignation or removal, the Majority Lenders Required Participants shall have the right to appoint a successor Agent. If , which Agent, if not a Participant, shall be reasonably acceptable to Lessee; provided, however, that Lessee shall have no right to approve a successor Agent shall have been so appointed by the Majority Lenders if a Default has occurred and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agentis continuing. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI Section VI and Section 12.03 any other provision of this Agreement or any other Operative Document which by its terms survives the termination of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, and the Lenders. The Agent may be removed at any time with or without cause by the Majority Lenders, subject to the approval of the Company. Upon any such resignation or removal, the Majority Lenders shall (subject to the approval of the Company, such approval not to be unreasonably withheld or delayed), have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders (with the Company's consent) and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, that shall be a bank that has an office in New York, New York. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and approved by the Borrower and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor AgentAgent (which successor Agent must be approved by the Borrower, such approval not to be unreasonably withheld or delayed). Upon the acceptance of such appointment hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided belowAgent, the Agent may (a) resign at any time anytime by giving thirty (30) days’ prior written notice thereof to the Lenders and the Borrower, and the Agent may (b) be removed at any time with by Requisite Lenders (excluding from such calculation other than Agent in its capacity as a Lender) by giving written notice thereof to Agent and Borrower in the event that Agent performs its duties hereunder in a manner constituting gross negligence or without cause by the Majority Lenderswillful misconduct. Upon any such resignation or removal, the Majority Requisite Lenders shall have the right to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to Borrower. If no successor Agent shall have been so appointed by the Majority Requisite Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agentremoval, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender or which meets the requirements of an Eligible Assignee. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring prior Agent, and the retiring prior Agent shall be discharged from its duties and obligations hereunderas Agent under this Agreement and the other Loan Documents. After any retiring Agent's ’s resignation or removal hereunder as Agentremoval, the provisions of this Article XI Agreement and Section 12.03 the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which has an office in New York, New York with a combined capital and surplus of at least $500,000,000. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by with the consent of Borrowers upon giving notice thereof to Lenders; provided, however, that such resignation shall not be effective until such time as the Lenders and the Borrower, and the successor Agent may be removed at any time with or without cause by the Majority Lendersis in place. Upon any such resignation or removalresignation, the Majority Lenders shall have the right to appoint a successor AgentAgent subject to the reasonable approval of Borrowers. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agentand consent thereto by Borrowers, then the retiring Agent may, on behalf of Lenders, and subject to the Lendersreasonable approval of Borrowers, appoint a successor Agent, that shall be a sophisticated financial institution. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the BorrowerObligors, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, that shall be a bank with a combined capital and surplus and undivided profits of at least $300,000,000. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by upon giving notice thereof to the Lenders Lenders; provided, however, that such resignation shall not be effective until such time as the successor Agent is in place and shall deliver written notice of such appointment to the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removalresignation, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders, Lenders appoint a successor Agent, that shall be a sophisticated financial institution. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right to appoint a successor AgentAgent with the consent of Borrower. If no such successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority LendersRequired Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor AgentAgent with the consent of Borrower. Upon the acceptance of such or any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 8.8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority LendersRequired Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank having a minimum capital and surplus of $50,000,000 and having an office in New York State. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Banks. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its any further duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 10 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders Banks and the Borrower, Borrowers and the Agent may be removed at any time with or without cause by the Majority LendersBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right to appoint a successor Agent. If no such successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent. Upon the acceptance of such or any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 Subsection 8.8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by ------------------------------- giving thirty (30) days prior written notice thereof to the Lenders Borrower and the BorrowerLenders, and the Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Agent. If , which Agent, if not a Lender, shall be reasonably acceptable to Borrower; provided, however, that Borrower -------- ------- shall have no right to approve a successor Agent shall have been so appointed by the Majority Lenders if a Default has occurred and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agentis continuing. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 VII shall continue in effect ------------ for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Lessee and the BorrowerParticipants, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Participants, provided, however, that Agent shall not resign and may not be removed without cause prior to the expiration of the Commitment Period without the consent of Lessee unless a Change of Law makes it unlawful or unreasonably burdensome for Agent to continue to act in such capacity. Upon any such resignation or removal, the Majority Lenders Required Participants shall have the right to appoint a successor Agent. If , which Agent, if not a Participant, shall be reasonably acceptable to Lessee; provided, however, that Lessee shall have no right to approve a successor Agent shall have been so appointed by the Majority Lenders if a Default has occurred and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agentis continuing. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI Section VI and Section 12.03 any other provision of this Agreement or any other Operative Document which by its terms survives the termination of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the BorrowerBanks, and the Agent may be removed at any time with or without cause by the Majority LendersBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right to appoint a successor Agent, which Agent shall be reasonably acceptable to Borrower. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be (a) a bank having a combined capital, surplus and retained earnings of not less than U.S. $500,000,000 and (b) shall be reasonably acceptable to Borrower; provided, however, that Borrower shall have no right to approve a successor Agent which is a Bank if an Event of Default has occurred and is continuing. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving thirty (30) days' notice thereof to the Lenders and the BorrowerLenders, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank having a combined capital, surplus and retained earnings of not less than U.S. $500,000,000. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 VIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by Required Lenders (excluding the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent). If no successor Agent shall have has been so appointed by the Majority Required Lenders (and shall have approved by Borrowers) and has accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any successor Agent must be approved by Borrowers, which approval will not be unreasonably withheld. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 15 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent. To be eligible to be an Agent hereunder the Agentparty serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Lender pursuant to Section 29.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Borrower and the BorrowerLenders, and the Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Agent. If , which Agent, if not a Lender, shall be reasonably acceptable to Borrower; PROVIDED, HOWEVER, that Borrower shall have no right to approve a successor Agent shall have been so appointed by the Majority Lenders if a Default or an Event of Default has occurred and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agentis continuing. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 SECTION VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Borrower and the Lenders; provided, however, CBT shall not resign as Agent without Borrower's consent (which consent shall not be unreasonably withheld) so long as CBT retains a Proportionate Share greater than fifty percent (50%), and the provided further that no Event of Default has occurred. In addition, Agent may be removed at any time with or without cause by the Majority LendersLenders for gross negligence or default of Agent's duties hereunder. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If , which Agent, if not a Lender, shall be reasonably acceptable to Borrower; provided, however, that Borrower shall have no right to approve a successor Agent shall have been so appointed by the Majority Lenders if a Default has occurred and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agentis continuing. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 6 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders Banks and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders shall Required Banks have the right to appoint a successor Agent, subject (in the case of any successor Agent that is not a Bank at such time) to the Company's approval of such successor Agent. If no successor Agent shall have has been so appointed by the Majority Lenders Required Banks (or if the Company shall fail to approve such a successor Agent) and shall have has accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority LendersRequired Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, subject to the Company's approval, appoint a successor Agent, that shall be a bank that has an office in New York, New York. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 10 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Upon the acceptance of such appointment hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. Notwithstanding anything in this Section 11.08 to the contrary, but expressly subject to the provisions of Section 11.09, the Agent shall not resign or be removed under this Agreement unless the Agent resigns or is removed as agent under the Credit Agreement. In each such case, the successor Agent that is appointed under this Agreement and the Credit Agreement shall be the same until such time as the Tranche B Credit Facility and the Tranche B Loan Documents are assigned pursuant to Section 3.17 hereof.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Majority Required Lenders; PROVIDED that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Agent. If no successor Agent 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's giving of notice of resignation or the Majority Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which has an office in the United States and total assets in excess of $1,000,000,000. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment Provident and acceptance of a any successor Agent as provided below, the Agent may resign as such at any time by giving thirty (30) days' prior written notice thereof of resignation to the Lenders each Lender and the Borrower, and such resignation to be effective on the Agent may be removed at any time with or without cause by the Majority Lendersdate which is specified in such notice. Upon any such resignation by Provident as Agent, or removalin the event the office of Agent shall thereafter become vacant for any other reason, the Majority of Lenders shall have the right to appoint a successor Agent. If no , by an instrument in writing signed by such Lenders and delivered to such successor Agent shall have been so appointed by and the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Upon the acceptance of such appointment hereunder by a successor AgentBorrower whereupon, such successor Agent shall thereupon succeed to all of the rights and become vested with all the rights, powers, privileges and duties obligations of the retiring Agent as if originally named. The retiring Agent shall duly assign, transfer and deliver to such successor Agent all moneys at the time held by the retiring or removed Agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed. Upon such succession of any such successor Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder, except for its gross negligence or willful misconduct arising prior to its retirement or removal hereunder. After any retiring Agent's resignation or removal hereunder as Agentresignation, the provisions of this Article XI and Section 12.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor AgentBanks. If no successor Agent shall have has been so appointed by the Majority Lenders all Banks (and shall have approved by Borrower) and has accepted such appointment within thirty (30) 30 days after the retiring Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which appointment shall require the approval of Borrower only if a party other than one of the other Banks is so appointed. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent, (i) the provisions of this Article XI and Section 12.03 17 shall continue in effect for its benefit in respect of to any actions taken take or omitted to be taken by it while it was acting as Agent, and (ii) any Collateral held in possession of the retiring Agent shall be delivered to the successor Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Lenders Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersCompany. Upon any such resignation or removalresignation, the Majority Lenders Banks, with the prior written consent of the Company (which consent shall not be unreasonably withheld), shall have the right to appoint a successor Agent; provided that no such consent of the Company shall be required if a Default or Event of Default has occurred and is then continuing. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard and Poor's. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent as Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agentresignation, the provisions of this Article XI and Section 12.03 Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. In the Agentevent of a material breach of its duties hereunder, the Agent may be removed by the Banks for cause and the provisions of this 16.11 shall apply to the appointment of a successor.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by 50 giving written notice thereof to the Lenders and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by all Lenders (excluding the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent). If no successor Agent shall have has been so appointed by the Majority Lenders (and shall have approved by the Borrowers) and has accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any successor Agent must be approved by Borrowers, which approval will not be unreasonably withheld. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 15 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent. To be eligible to be an Agent hereunder the Agentparty serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Lender pursuant to Section 28 hereof.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Lessee and the BorrowerParticipants, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Participants; provided, however, that Agent shall not resign and may not be removed without cause prior to the expiration of the Commitment Period without the consent of Lessee unless a Change of Law makes it unlawful or unreasonably burdensome for Agent to continue to act in such capacity. Upon any such resignation or removal, the Majority Lenders Required Participants shall have the right to appoint a successor Agent. If , which Agent, if not a Participant, shall be reasonably acceptable to Lessee; provided, however, that Lessee shall have no right to approve a successor Agent shall have been so appointed by the Majority Lenders if a Default has occurred and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agentis continuing. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI Section VI and Section 12.03 any other 50 55 provision of this Agreement or any other Operative Document which by its terms survives the termination of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders Banks and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right to appoint a successor Agent, subject to the Company's approval of such successor Agent (which approval will not be unreasonably withheld). If no successor Agent shall have been so appointed by the Majority Lenders Required Banks (or if the Company shall fail to approve such a successor Agent) and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority LendersRequired Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, subject to the Company's approval, appoint a successor Agent, that shall be a bank that has an office in New York, New York. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 10 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Upon the acceptance of such appointment hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by giving 30 days prior written notice thereof to the Lenders and the Borrower. Upon 30 days prior written notice from all Lenders except Agent requesting that Agent resign, and Agent will resign. In the event of resignation, Agent may be removed at require that any time with or without cause by successor Agent replace Agent as the Majority LendersSwingline Lender. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring within 30 days after Agent's resignation if requested by all Lenders except Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Upon the acceptance of such any appointment hereunder as Agent under this Agreement by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring Agent's resignation or removal hereunder as Agentresignation, the provisions of this Article XI and Section 12.03 Agreement shall continue in effect for its benefit in with respect of to any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by all Lenders (excluding the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent). If no successor Agent shall have has been so appointed by the Majority Lenders (and shall have approved by the Borrower) and has accepted such appointment within thirty (30) days after the retiring Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any successor Agent must be approved by Borrower, which approval will not be unreasonably withheld. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 15 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent. To be eligible to be an Agent hereunder the Agentparty serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Lender pursuant to Section 29 hereof.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders Lenders, with the consent of the Borrower, shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor AgentAgent which shall be a commercial bank organized under the laws of the United States of America having combined capital and surplus of at least $100,000,000. Upon the acceptance of such appointment as Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders Banks and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Majority LendersBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank with a combined capital and surplus of at least $500,000,000. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which has an office in New York, New York and (unless it is a Lender) a combined capital and surplus of at least $200,000,000. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 10.08 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving thirty (30) days' notice thereof to the Lenders and the BorrowerLenders, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Financial Institution having a combined capital, surplus and retained earnings of not less than U.S. $500,000,000. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all all, the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 VIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by giving written notice thereof to the Lenders Participants, the Trustee and the Borrower, Company and the Agent may be removed at any time with or without cause by the Majority LendersParticipants. Upon any such resignation or removal, the Majority Lenders Participants shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Participants and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' Participant's removal of the retiring Agent, then the such retiring Agent may, on behalf of the LendersParticipants, appoint a successor Agent, which may be any Person. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such each successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Operative Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement. 10. The Parties have agreed and now desire to amend, restate, supersede and replace the Agent.original text of the first clause of the first sentence of Section 12.06(b) of the Participation Agreement (the "Original Section 12.06(b)"). The Original Section 12.06

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the BMO/Soc-Gen Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the BMO/Soc-Gen Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor AgentAgent from among the BMO/Soc-Gen Lenders. Upon the acceptance of such appointment hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority LendersRequired Xxxxxxx. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Agent, which, so long as no Default of Event of Default has occurred which is continuing, shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders Required Xxxxxxx and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of ’s notice of resignation or the Majority Lenders' Required Xxxxxxx’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which, so long as no Default or Event of Default has occurred which is continuing, shall be reasonably satisfactory to the Borrower. Any successor Agent shall be a bank which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the AgentAgent hereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time ------------------------------- by giving thirty (30) days prior written notice thereof to the Lenders Borrower and the BorrowerLenders, and the Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Agent. If , which Agent, if not a Lender, shall be reasonably acceptable to Borrower; provided, however, that Borrower -------- ------- shall have no right to approve a successor Agent shall have been so appointed by the Majority Lenders if a Default has occurred and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agentis continuing. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 VII shall continue in effect ----------- for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, Company and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders Lenders, after consultation with the Company, shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, after consultation with the Company, appoint a successor Agent. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment ------------------------------- and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right night to appoint a successor Agent. If no successor Agent shall she have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of Agent has given notice of resignation or the Majority Lenders' removal of the retiring AgentAgent by the Majority Lenders, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank organized under the laws of the United States of America or any State having a combined capital and surplus of at least $100,000,000. Upon the acceptance of such an appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any the retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Upon the acceptance of such appointment hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and ------------------------------- acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders Banks and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor AgentBanks. If no successor Agent shall have has been so appointed by Majority Banks (and approved by the Majority Lenders Borrowers) and shall have has accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent. Any successor Agent must be approved by Borrowers, which approval will not be unreasonably withheld. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 15 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and ------------------------------- acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, that shall be a lender that has an office in New York, New York. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving not less than 10 days prior written notice thereof to the Lenders Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority LendersBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, after consultation with the Borrower, appoint a successor AgentAgent which shall be one of the Banks. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Document. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority Lendersany number of Lenders whose aggregate Revolving Commitment Percentages total at least 51%. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor AgentAgent reasonably acceptable to Borrower. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor AgentAgent reasonably acceptable to Borrower. Upon the acceptance by any Person of such any appointment hereunder by a as successor AgentAgent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 SECTION 12 shall continue in effect for its benefit in with respect of to any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by a majority of the Majority Lenders. Upon any such resignation or removal, a majority of the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by a majority of the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or a majority of the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Upon the acceptance of such appointment hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by all Lenders (excluding the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent). If no successor Agent shall have has been so appointed by Lenders (and approved by the Majority Lenders Borrower) and shall have has accepted such appointment within thirty (30) days after the retiring Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any successor Agent must be approved by Borrower, which approval will not be unreasonably withheld. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 15 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent. To be eligible to be an Agent hereunder the Agentparty serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Lender pursuant to Section 28 hereof.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority Lendersany number of Lenders whose Total Commitment Percentages total at least 51%. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor AgentAgent reasonably acceptable to Borrower. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor AgentAgent reasonably acceptable to Borrower. Upon the acceptance by any Person of such any appointment hereunder by a as successor AgentAgent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 SECTION 12 shall continue in effect for its benefit in with respect of to any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the any Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, and the any Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agentits successor. Upon the acceptance of such appointment hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the such Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Super Majority Lenders shall have (excluding the right to appoint a successor Agent). If no successor Agent shall have has been so appointed by the Super Majority Lenders (and shall have approved by the Borrower) and has accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any successor Agent must be approved by Borrower, which approval will not be unreasonably withheld. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 15 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent. To be eligible to be an Agent hereunder the Agentparty serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Lender pursuant to Section 29 hereof.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks with the prior written consent of the Borrower. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' Required Bank's removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank which has an office in New York, New York. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the ------------------------------- appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Upon the acceptance of such appointment hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority LendersBanks. Upon any such resignation or removalremoval and prior to the occurrence of an Event of Default with the approval of Borrower (which approval shall not be unreasonably withheld or delayed), the Majority Lenders Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 11 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right to appoint a successor AgentAgent with the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed) if at the time of such appointment no Default shall have occurred and be continuing. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority LendersRequired Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent. Any successor Agent shall be a bank which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the AgentAgent hereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, Borrowers and the Agent may be removed at any time with or without cause by the Majority Lendersany number of Lenders whose aggregate Revolving Commitment Percentages total at least 51%. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Upon the acceptance by any Person of such any appointment hereunder by a as successor AgentAgent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 SECTION 12 shall continue in effect for its benefit in with respect of to any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's ’s giving of notice of resignation or the Majority Lenders' Required Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Banks. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and any other Loan Document. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 10 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and ------------------------------- acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor AgentBanks. If no successor Agent shall have has been so appointed by Majority Banks (and approved by the Majority Lenders Borrower) and shall have has accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent. Any successor Agent must be approved by Borrower, which approval will not be unreasonably withheld. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 15 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent. To be eligible to be an Agent hereunder the Agentparty serving, or to serve, in such capacity must own a Pro Rata Part of the Commitment equal to the level of Commitment required to be held by any Bank pursuant to Section 28 hereof.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided belowin this Section 8.06, the Agent may resign at any time by giving notice thereof to notifying the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right right, with the consent of the Borrower (so long as no Event of Default has occurred and is continuing), which consent shall not be unreasonably withheld, to appoint a successor; provided, however, that the consent of the Borrower shall not be required if the successor AgentAgent is an Affiliate of the resigning Agent or a Lender. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of Agent gives notice of its resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Upon the acceptance of such its appointment hereunder as Agent by a successor, the successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderunder the Transaction Documents. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and the successor. After any retiring the Agent's resignation or removal hereunder as Agent’s resignation, the provisions of this Article XI VIII and Section 12.03 9.03 shall continue in effect for the benefit of the retiring Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders Banks and the BorrowerDebtor, and the Agent may be removed at any time with or without cause by the Majority LendersBanks holding Applicable Percentages equal to or greater than seventy-five percent (75%). Upon any such resignation or removal, (i) the Majority Lenders Banks without the consent of the Debtor shall have the right to appoint a successor AgentAgent so long as such successor Agent is also a Bank at the time of such appointment and (ii) the Majority Banks shall have the right to appoint a successor Agent that is not a Bank at the time of such appointment so long as the Debtor consents to such appointment (which consent shall not be unreasonably withheld). If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring AgentAgent by Banks holding Applicable Percentages equal to or greater than seventy-five percent (75%), then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, subject to consent of Debtor if such successor Agent is not then a Bank. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderor Agent hereunder and under any other Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 VIII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, that shall be a financial institution that has an office in New York, New York. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 12 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. The Agent may at any time assign all of its rights and obligations hereunder to any affiliate of the Agent by notice to the Company and each Lender.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving not less than 10 days prior written notice thereof to the Lenders Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority LendersBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, after consultation with the Borrower, appoint a successor AgentAgent which shall be one of the Banks. Upon the acceptance of such any appointment as Administrative Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Document. After any retiring Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks, subject to the approval of the Borrower, or the Borrower shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks or the Borrower and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority LendersRequired Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks and subject to the approval of the Borrower as long as no event of default has occurred or is continuing, appoint a successor Agent. Any successor Agent shall be a bank organized or licensed under the laws of the United States or of any state thereof and which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 7 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the AgentAgent hereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by ------------------------------- giving thirty (30) days prior written notice thereof to the Lenders Borrower and the BorrowerLenders, and the Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right to appoint a successor Agent. If , which Agent, if not a Lender, shall be reasonably acceptable to Borrower; provided, however, that Borrower -------- ------- shall have no right to approve a successor Agent shall have been so appointed by the Majority Lenders if a Default has occurred and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agentis continuing. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 VII shall continue in effect ----------- for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Lenders Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersCompany. Upon any such resignation or removalresignation, the Majority Lenders Banks, with the prior written consent of the Company (which consent shall not be unreasonably withheld), shall have the right to appoint a successor Agent; provided that no such consent of the Company shall be required if a Default or Event of Default has occurred and is then continuing. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard and Poor's. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent both as Agent and Swing Line Bank (including without limitation the rights, powers, privileges and duties of the retiring Agent with respect to such Agent's commitment to issue Letters of Credit pursuant to section 5), and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agentresignation, the provisions of this Article XI and Section 12.03 Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. In the Agentevent of a material breach of its duties hereunder, the Agent may be removed by the Banks for cause and the provisions of this section 16.11 shall apply to the appointment of a successor.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders Banks and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Majority LendersBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right to appoint a successor AgentAgent reasonably acceptable to the Company, provided deposits with such successor Agent shall be insured by the Federal Deposit Insurance Corporation or its successor. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor AgentAgent reasonably acceptable to the Company. Any successor Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. Such successor Agent shall promptly specify by notice to the Company and the Banks its office for the purpose of any notices and payments hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by all Lenders (excluding the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent). If no successor Agent shall have has been so appointed by the Majority Lenders (and shall have approved by the Borrower) and has accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any successor Agent must be approved by Borrower, which approval will not be unreasonably withheld. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 15 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent. To be eligible to be an Agent hereunder the Agent.party serving, or to serve, in such capacity must

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Lessee and the BorrowerParticipants, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Participants; provided, however, that Agent shall not resign and may not be removed without cause prior to the expiration of the Commitment Period without the consent of Lessee unless a Change of Law makes it unlawful or unreasonably burdensome for Agent to continue to act in such capacity. Upon any such resignation or removal, the Majority Lenders Required Participants shall have the right to appoint a successor Agent. If , which Agent, if not a Participant, shall be reasonably acceptable to Lessee; provided, however, that Lessee shall have no right to approve a successor Agent shall have been so appointed by the Majority Lenders if a Default has occurred and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agentis continuing. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI Section VI and Section 12.03 any other provision of this Agreement or any other Operative Document which by its terms survives the termination of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, and the Lender. The Agent may be removed at any time with or without cause by the Majority LendersLender, subject to the approval of the Company and the "Agent" under the Bank Group Credit Agreement. Upon any such resignation or removal, the Majority Lenders Lender shall (subject to the approval of the Company, such approval not to be unreasonably withheld or delayed, and the approval of the "Agent" under the Bank Group Credit Agreement), have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Lender (with the Company's consent) and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' Lender's removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender, appoint a successor Agent, that shall be a bank that has an office in New York, New York. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving 30 days’ notice thereof to the Lenders Banks, the State, and the BorrowerIssuing and Paying Agent, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removalremoval of the Agent, the Majority Lenders Required Banks shall have the right to appoint a successor to the resigning or removed Agent, which shall be (i) any Bank hereunder or (ii) with the consent of the State, any commercial bank that has an office in New York, New York and has a combined capital and surplus of at least $50,000,000. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks, and shall have accepted such appointment appointment, within thirty (30) days after the retiring Agent's ’s giving of notice of resignation or the Majority Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor AgentAgent that shall be any Bank hereunder or any commercial bank satisfying the foregoing conditions. Upon the acceptance of such its appointment hereunder by a successor Agentas the Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning or removed Agent, and the retiring such Agent shall be discharged from its duties and obligations hereunder. After any retiring the Agent's ’s resignation or removal hereunder as Agenthereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, each of the Agent Agents may resign at any time by giving notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removalresignation, the Majority Required Lenders shall have the right (after consultation with the Borrower) to appoint a successor Agent. If no successor Agent 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's giving of notice of resignation or the Majority Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor AgentAgent that shall be a bank with a combined capital and surplus of at least $500,000,000. Upon the acceptance of such any appointment as Administrative Agent or Co-Agent hereunder by a successor Agent, such successor Administrative Agent or Co-Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Co-Agent, and the retiring Administrative Agent or Co-Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 ARTICLE X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the an Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Upon the acceptance of such appointment hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.. 63

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by all Lenders (excluding the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent). If no successor Agent shall have has been so appointed by the Majority Lenders (and shall have approved by the Borrower) and has accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any successor Agent must be approved by Borrower, which approval will not be unreasonably withheld. Upon the acceptance of such any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 15 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent. To be eligible to be an Agent hereunder the Agent.party serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Lender pursuant to Section 29 hereof. (f)

Resignation or Removal of Agent. Subject to the -------------------------------- appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving notice thereof to the Lenders Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority LendersBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right to appoint a successor Agent. If no such successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation or the Majority LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent. Upon the acceptance of such or any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article XI and Section 12.03 8.8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.