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 written notice thereof to the Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the Banks. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. 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 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 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 written notice thereof to the Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. 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 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 11 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 Banks Lenders and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofMajority Xxxxxxx. Upon any such resignation or removal, the Required Banks Majority Lenders shall have the right to appoint a successor Agent from among with the Banksprior consent of the Company (which consent shall not be unreasonably withheld); PROVIDED, that no such consent of the Company shall be required if an Event of Default has occurred and is continuing and the Commitments have been terminated and/or the Loans and other amounts payable by the Company hereunder have been declared to be forthwith due and payable. If no successor Agent shall have been so appointed by the Required Banks Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required BanksMajority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which that shall be a bank with a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 Section 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 not less than ten (10) days’ prior written notice thereof to the Banks Lenders and the Borrower, each Loan Party and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofLenders for gross negligence or willful misconduct (as determined by a court of competent jurisdiction). Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent's ’s giving of notice of resignation or the Required Banks' Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, after consultation with the Borrower, appoint a successor Agent, Agent which shall be a bank Lender with a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 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 Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among reasonably satisfactory to the BanksBorrower. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which . Any successor Agent shall be a bank with which has a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 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 Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New YorkYork or Boston, Massachusetts. 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 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 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 thirty (30) days prior written notice thereof to the Banks Borrowers and the BorrowerLenders, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofLenders. Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent, which Agent, if not a Lender, shall be reasonably acceptable to Borrowers; provided, however, that Borrowers shall have no right to approve a successor Agent from among the Banksif a Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 days of after the retiring Agent's giving of Agent gives notice of resignation or the Required Banks' removal of the retiring Agentits resignation, then the retiring Agent may, on behalf of the BanksLenders and the Issuing Bank, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. The Required Banks , or the retiring Agent, as the case may be, shall upon the appointment an Affiliate of a successor Agent promptly so notify the Borrower and the other Banksany such bank. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, at which point (and not earlier) the retiring Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article 11 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 written notice thereof to the Banks Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofMajority Lenders. Upon any such resignation or removal, (i) the Required Banks Majority Lenders without the consent of the Borrower shall have the right to appoint a successor Agent from among so long as such successor Agent is also a Lender at the Bankstime of such appointment and (ii) the Majority Lenders shall have the right to appoint a successor Agent that is not a Lender at the time of such appointment so long as the Borrower consents to such appointment (which consent shall not be unreasonably withheld). If no successor Agent shall have been so appointed by the Required Banks Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required BanksMajority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which . Any successor Agent shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment United States and a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Banksat least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under any other Loan Documents. Such successor Agent shall promptly specify by notice to the Borrower its Principal Office referred to in Section 3.1 and Section 4 hereof. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section 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 Banks and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among Agent, subject to the BanksCompany’s approval of such successor Agent. If no successor Agent shall have has been so appointed by the Required Banks (or if the Company shall fail to approve such a successor Agent) and shall have has accepted such appointment within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Banks' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, subject to the Company’s approval, appoint a successor Agent, which that shall be a bank with capital and surplus in excess of $750,000,000 and which that has an office in New York, New York. The Required Banks York or the retiring Agent, as the case may be, shall upon the appointment assign all of a successor Agent promptly so notify the Borrower its rights and delegate all of its obligations hereunder and under the other Basic Documents to the Banks. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, or the assignment and delegation to the Banks as set forth in the preceding sentence, such successor Agent (or the Banks, as applicable) 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 11 Section 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 Agent, as provided below, the Agent may resign at any time by giving written notice thereof to the Banks Lending Parties and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofCompany. Upon any such resignation or removalresignation, the Required Banks Lending Parties shall have the right to appoint a successor Agent from among Agent, which must be located in the BanksUnited States of America. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent's ’s giving of notice of resignation or the Required Banks' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the BanksLending Parties, appoint a successor Agent, agent which shall must be a bank with capital and surplus located in excess the United States of $750,000,000 and which has an office in New York, New YorkAmerica. The Required Banks Lending Parties or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent agent promptly so notify the Borrower and the other BanksCompany. Upon the acceptance of any appointment as Agent hereunder by a successor Agentagent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Agent and the retiring Agent shall be discharged from its duties and obligations hereunder, except for any liability arising from gross negligence or willful misconduct prior to such discharge as determined by a court of competent jurisdiction in a final, nonappealable order. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article 11 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. Lender may, with cause, remove Agent as agent hereunder and appoint a successor Agent, which must be located in the AgentUnited States of America.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving not less than 30 days’ prior written notice thereof to the Banks Lenders and the Borrower, Borrower and the Administrative Agent may be removed at any time with or without cause by the Required Banks; provided that Lenders subject to the approval (not to be unreasonably withheld or delayed) of the Borrower (unless an Event of Default has occurred and the other Banks shall be promptly notified thereofis continuing). Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent from among the BanksAdministrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Required Banks' Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the BanksLenders, after consultation with the Borrower, appoint a successor Agent, Administrative Agent which shall be a bank with a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article 11 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 Administrative 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 Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among Agent, subject to the Banksconsent of the Borrower (which shall not be unreasonably withheld or delayed), except that no such consent shall be required during the continuance of a Default. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, subject to the consent of the Borrower (which shall not be unreasonably withheld or delayed), except during the continuance of a Default. Any successor Agent shall be a bank with which has a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 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 Banks other Financing Parties and the BorrowerPartnership, and the Agent may be removed at any time with or without cause by the Required Majority Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Majority Banks shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Majority Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksBanks and the Issuing Bank, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office (or having an affiliate with an office) in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment having a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Banksnot less than $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 Section 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.

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 Banks Holders, the Borrower and the BorrowerSecurity Trustee, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofMajority in Interest of Holders. Upon any such resignation or removal, the Required Banks Majority in Interest of Holders (with, so long as no Event of Default has occurred and is continuing, the consent of the Borrower, not to be unreasonably withheld) shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks Majority in Interest of Holders and shall have accepted such appointment within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Banks' Majority in Interest of Holders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Banksholders of Loan Certificates, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. 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 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 11 Section 19 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. Unless an Event of Default has occurred and is continuing, a successor Agent shall be reasonably acceptable to the Borrower.

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 anytime by giving not less than 30 days’ prior written notice thereof to the Banks and the Borrower, a Borrower and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Banks' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, after consultation with Parent, appoint a successor Agent, Agent which shall be a bank with capital and surplus in excess of $750,000,000 and which that has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment Jersey with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Banksat least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 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 Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which . Any successor Agent shall be a bank with capital and surplus in excess of $750,000,000 and Bank which has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment United States with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Banksat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 Borrower 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 11 Section 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 The Agent may resign at any time by giving written notice thereof to the Banks Participants, the Trustee and the Borrower, Company and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofMajority Participants. Upon any such resignation or removal, the Required Banks Majority Participants shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks Majority Participants and shall have accepted such appointment appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' Majority Participant's removal of the retiring Agent, then the such retiring Agent may, on behalf of the BanksParticipants, appoint a successor Agent, which shall be a Note Holder and a commercial bank with organized, or authorized to conduct a banking business, under the laws of the United States of America or of any State thereof and having a combined capital and surplus in excess of at lease $750,000,000 and which has an office in New York, New York. 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 Banks500,000,000. Upon the acceptance of 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 11 XI 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. The Original Section 11.08 shall be amended, restated, superseded and replaced with the Agent.following amended text of Section 11.08 of the Participation Agreement, effective upon consummation of all of the assignments described in paragraph 1 above:

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 Banks Lenders and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Required Banks; provided Majority Lenders (and, during any period during which there are only two Lenders and a court of competent jurisdiction shall have determined that the Borrower and Agent shall have acted hereunder with gross negligence of wilful misconduct, the other Banks Lender that is not acting as Agent (the "Other Lender") shall be promptly notified thereofhave the right to remove the Agent). Upon any such resignation or removal, the Required Banks Majority Lenders shall have the right to appoint a successor Agent from among (or, if the BanksAgent is removed by the Other Lender as above provided, the Other Lender shall have the right to appoint a successor Agent). If no successor Agent shall have been so appointed by the Required Banks Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required BanksMajority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which that shall be a bank with capital and surplus in excess of $750,000,000 and which that has an office in New York, New York. 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 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 Section 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 Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New YorkYork 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 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 11 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 Banks and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Required Majority Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Majority Banks shall have the right to appoint a successor Agent from among reasonably acceptable to the BanksCompany, 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 Required Majority Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which Agent reasonably acceptable to the Company. Any successor Agent shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment United States with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Banksat least $1,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 Section 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 AT&T-CFC (or any other Agent hereunder), may resign as provided below, the Agent may resign at any time by giving thirty (30) days' prior written notice thereof to the Banks Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofBorrowers. Upon any Any such resignation or removal, removal shall take effect at the Required Banks shall have the right to appoint a successor Agent from among the Banks. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted end of such appointment within 30 days after the retiring Agent's giving of notice of resignation thirty (30) day period or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the earlier appointment of a successor Agent promptly so notify by the Borrower Majority Lenders as provided below. Upon any resignation, the Majority Lenders shall appoint a successor agent from among the Lenders or, if such appointment is deemed inadvisable or impractical by the Majority Lenders, another financial institution with a combined capital and the other Bankssurplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent. After the effective date of the resignation of an Agent hereunder, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, provided that the provisions of this Article 11 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 Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrowers agree to make each payment due to the Agent hereunder and under the Notes, if any, directly to each Lender entitled thereto, pursuant to written instructions provided by the retiring Agent, and to provide copies of each certificate or other document required to be furnished to the Agent hereunder, if any, directly to each Lender.

Resignation or Removal of Agent. Subject to the appointment and ------------------------------- acceptance of a successor Agent as provided below, the Agent may may, for good cause with the consent of Borrower, which consent will be granted provided that Borrower, in its reasonable discretion, agrees with the cause given, resign at any time by giving written notice thereof to the Banks and Borrower. The Banks shall not have the Borrower, and right to remove the Agent may be removed at under any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofcircumstances. Upon any such resignation or removalresignation, the Required Majority Banks shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which . Any successor Agent shall be a bank with which is reasonably acceptable to Borrower and which has a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 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 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 Banks and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the all Banks. If no successor Agent shall have has been so appointed by all Banks (and approved by the Required Banks Borrowers) and shall have has accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent. Any successor Agent must be approved by the Borrowers, which shall approval will not be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. 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 Banksunreasonably withheld. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 Section 13 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 Revolving Commitments equal to the level of Revolving Commitment required to be held by any Bank pursuant to Section 26 below.

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 Banks Lenders, the Lessor and the Borrower, Company and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofLenders. Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent from among with the BanksCompany's prior consent, which consent shall in no event be unreasonably withheld, provided that such consent ------------- by the Company shall not be required in the event that (i) a Default or Event of Default is in existence, or (ii) such successor Agent is then a Lender or an Affiliate of a Lender. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required BanksLenders' removal of the retiring Agent, then the such retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a Lender and a commercial bank with organized, or authorized to conduct a banking business, under the laws of the United States of America or of any State thereof and having a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks500,000,000. Upon the acceptance of 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 Operative Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 XI 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 the AgentAgent under this Agreement.

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 Banks Lenders and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofMajority Lenders. Upon any such resignation or removal, the Required Banks Majority Lenders shall have the right to appoint a successor Agent from among with the Banksprior consent of the Company (which consent shall not be unreasonably withheld); PROVIDED that no such consent of the Company shall be required if an Event of Default has occurred and is continuing and the Commitments have been terminated and/or the Loans and other amounts payable by the Obligors hereunder have been declared forthwith due and payable. If no successor Agent shall have been so appointed by the Required Banks Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required BanksMajority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which that shall be a bank with a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 Section 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 either Agent may resign at any time by giving written notice thereof to the Banks Financiers and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofOwner. Upon any such resignation or removalof the Senior Agent, the Required Banks Majority Senior Holders shall have the right to appoint a successor Senior Agent from among which shall be, so long as no Event of Default has occurred and is continuing, reasonably acceptable to the BanksLessee, and upon any such resignation of the Junior Agent, the Majority Junior Holders shall have the right to appoint a successor Junior Agent which shall be, so long as no Event of Default has occurred and is continuing, reasonably acceptable to the Lessee. If no successor Agent shall have been so appointed by the Required Banks Majority Senior Holders or the Majority Junior Holders, as the case may be, and shall have accepted such appointment within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Banks' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the BanksFinanciers, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. 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 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 the retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article 11 Section 15 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. The Owner consents to any change in the Agentidentity of such Agent on the International Registry as a result of the appointment of a successor Agent pursuant to this Section 15(h), and if required by the International Registry to reflect such change, will provide its further consent thereto.

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 as Agent effective ten (10) Business Days after giving written notice thereof to the Banks and the Borrowerfor any reason, and the Agent may be removed at the unanimous election of all of the Banks (other than the Bank that is also the Agent) for any time with reason. If the Agent shall resign or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removalremoved as Agent under this Agreement, the Required Banks shall have the right to appoint a successor Agent from among the Banks (other than the Bank that has resigned or was removed) a successor agent for the Banks, which successor agent shall be reasonably acceptable to the Borrower. If If, however, in the case of resignation by the Agent, no successor Agent agent shall have been so appointed by the Required Banks and shall have accepted time such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agentbecomes effective, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New Yorkagent from among the remaining Banks. The Upon appointment (whether effected by the Required Banks or the retiring AgentAgent on behalf of the Banks), as the case may be, successor agent shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Banks. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent, and the retiring term "Agent" shall mean such successor agent, effective upon its appointment, and the former Agent's rights, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holder of the Notes. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section 11.11 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 the AgentAgent under this Agreement.

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 Banks and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent, subject (in the case of any successor Agent from among that is not a Bank at such time) to the BanksCompany’s approval of such successor Agent. If no successor Agent shall have been so appointed by the Required Banks (or if the Company shall fail to approve such a successor Agent) and shall have accepted such appointment within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Banks' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, subject to the Company’s approval, appoint a successor Agent, which that shall be a bank with capital and surplus in excess of $750,000,000 and which that has an office in New York, New York. 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 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 11 Section 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 30 days written notice thereof to the Banks and the Borrower, ; and the Agent may be removed at any time with or without cause by the Required Banks; , provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New Yorkbank. 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 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 11 ARTICLE 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 anytime by giving not less than 30 days' prior written notice thereof to the Banks and the Borrower, a Borrower and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, after consultation with Parent, appoint a successor Agent, Agent which shall be a bank with capital and surplus in excess of $750,000,000 and which that has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment Jersey with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Banksat least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 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 Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the all Banks. If no successor Agent shall have has been so appointed by all Banks (and approved by the Required Banks Borrower) and shall have has accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent. Any successor Agent must be approved by Borrower, which shall approval will not be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. 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 Banksunreasonably withheld. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 Section 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 Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofMajority Lenders. Upon any such resignation or removal, the Required Banks Majority Lenders shall have the right to appoint a successor Agent from among with the Banksprior consent of the Company (which consent shall not be unreasonably withheld); provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing and the Commitments have been terminated and/or the Loans and other amounts payable by the Obligors hereunder have been declared forthwith due and payable. If no successor Agent shall have been so appointed by the Required Banks Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required BanksMajority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which that shall be a bank with a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 Section 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 Banks Lenders and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Required BanksLenders; provided that the Borrower Borrowers and the other Banks Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required BanksLenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New Yorkthe United States. The Required Banks 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 BanksLenders. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring 77 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 11 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.

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 Banks Lenders and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofLenders. Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent from among Agent, which, so long as no Default of Event of Default has occurred which is continuing, shall be reasonably satisfactory to the BanksBorrower. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required BanksLenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, 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 with which has a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 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 If at any time by giving Agent deems it advisable, in its sole discretion, it may submit to each of the Holders a written notice thereof notification of its resignation as Agent under this Agreement, such resignation to be effective on the Banks and thirtieth (30th) day after the Borrower, and the date of such notice. Agent may be removed at any time time, with or without cause cause, by vote of the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofHolders. Upon any such resignation or removal, the Required Banks Holders shall have the right to appoint a successor Agent from among the BanksHolders. If no successor Agent shall have been so appointed by the Required Banks Holders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the BanksHolders, appoint a successor Agent, which successor Agent shall be either an existing Holder or a commercial bank with organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderunder this Agreement. Issuer and the Holders shall execute such documents as shall be necessary to effect such appointment. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section 12.7 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 the AgentAgent under this Agreement.

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 Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Required Majority Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Majority Banks shall have the right to appoint a successor Agent from among Agent, which shall be (a) a Bank or (b) another bank or financial institution acceptable to the BanksBorrower in its sole discretion, provided, however, that if a Default or Event of Default shall have occurred and then be continuing, any such other bank or financial institution need not be acceptable to the Borrower. If no successor Agent shall have been so appointed by the Required Majority Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, after consultation with the Borrower, appoint a successor Agent, Agent which shall be a bank with capital and surplus in excess one of $750,000,000 and which has an office in New York, New York. 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 any appointment as Agent hereunder or under the Security Documents 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 Security Documents. If no successor Agent is appointed in accordance with the previous provisions of this Section 9.9, the Agent may, in its sole discretion, either continue to act as Agent hereunder or assign all of its rights and delegate all of its obligations under this Agreement to the Banks. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 any Agent may resign at any time by giving written notice thereof to the Banks Lenders and the Borrower, and the any Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofLenders. Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent from among Agent; provided that the Bankssuccessor shall have a combined capital and surplus of not less than $200,000,000 or its equivalent in other currencies. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent's ’s giving of notice of resignation or the Required Banks' Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint its successor; provided that the successor shall have a successor Agent, which shall be a bank with combined capital and surplus of not less than $200,000,000 or its equivalent in excess of $750,000,000 and which has an office in New York, New York. 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 Bankscurrencies. Upon the acceptance of any 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 ’s resignation or removal hereunder as an Agent, the provisions of this Article 11 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 Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks Banks, with the consent of the Borrower, shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, after consulting with the Borrower, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New YorkYork and has a combined capital and surplus of at least $500,000,000. 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 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 11 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 Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Required Majority Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Majority Banks shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Majority Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a bank which has an office in the United States of America, with a combined capital and surplus in excess of at least $750,000,000 and which has 500,000,000, PROVIDED that if such successor Agent shall not have an office in New York, New York. The Required Banks or York at which payments hereunder and notices delivered hereunder and under the retiring AgentSecurity Documents are to be made, as then the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower parties hereto agree to effect such modifications to this Agreement and the other BanksSecurity Documents as shall be appropriate to permit such payments to be made and such notices to be delivered to a non-New York office. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 Section 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 Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among Agent, which, if no Event of Default is in existence, has been approved by the BanksBorrower (which approval shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksBanks and, if no Event of Default is in existence, with the consent of the Borrower (which shall not be unreasonably withheld or delayed), appoint a successor Agent, which . Any successor Agent shall be a bank with which has a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 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.Agent hereunder. ARTICLE VIII

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 Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Required Majority Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Majority Banks shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Majority Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a bank which has an office in the United States of America, with a combined capital and surplus in excess of at least $750,000,000 and which has 500,000,000, PROVIDED that if such successor Agent shall not have an office in New York, New York. The Required Banks or York at which payments hereunder and notices delivered hereunder and under the retiring AgentSecurity Documents are to be made, as then the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower parties hereto agree to effect such modifications to this Agreement and the other BanksSecurity Documents as shall be appropriate to permit such payments to be made and such notices to be delivered to a non-New York office. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 Section 10 shall continue in effect for its benefit in respect of any CREDIT AGREEMENT 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 Administrative Agent as provided below, the Administrative Agent may resign at any time by giving written notice thereof to the Banks Lenders and the Borrower, and the Administrative Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the Majority Banks. If no successor Administrative Agent shall have has been so appointed by the Required Majority Banks (and shall have approved by Borrower) and has accepted such appointment within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Required Banks' removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the BanksLenders, appoint a successor Administrative Agent. Any successor Administrative Agent must be approved by Borrower, which shall approval will not be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. 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 Banksunreasonably withheld. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderhereunder from and after the date on which the successor Administrative Agent accepts its appointment. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article 11 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 Administrative 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 Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New YorkYork 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 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 11 ARTICLE 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 Banks Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofMajority Lenders. Upon any such resignation or removal, the Required Banks Majority Lenders shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required BanksMajority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. 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 any 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 11 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 of Annex I, the Agent shall not resign or be removed under this Agreement unless the Agent resigns or is removed as agent under the Annex I. In each such case, the successor Agent that is appointed under this Agreement and Annex I shall be the same until such time as the Tranche B Credit Facility and the Tranche B Loan Documents are assigned pursuant to Section 12.17 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 Banks and the Borrower, Franklin Electric and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among (subject to the Banksapproval of Franklin Electric if such successor Agent is not a Bank). If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which Agent (subject to the approval of Franklin Electric if such successor Agent is not a Bank). Any successor Agent shall be a bank with which has a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 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 Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Required Majority Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks Majority Banks, with the consent of the Borrower, shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Majority Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, after consulting with the Borrower, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New YorkYork and has a combined capital and surplus of at least $500,000,000. The Required Majority 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 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 11 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 Banks and the Borrower, Franklin Electric and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among (subject to the Banksapproval of Franklin Electric if such successor Agent is not a Bank). If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which Agent (subject to the approval of Franklin Electric if such successor Agent is not a Bank). Any successor Agent shall be a bank with bank, which has a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 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 Banks Lenders and the BorrowerCompany, and the Agent may be removed at any time with Credit Agreement 72 78 or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofMajority Lenders. Upon any such resignation or removal, the Required Banks Majority Lenders shall have the right to appoint a successor Agent from among with the Banksprior consent of the Company (which consent shall not be unreasonably withheld); provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing and the Commitments have been terminated and/or the Loans and other amounts payable by the Obligors hereunder have been declared forthwith due and payable. If no successor Agent shall have been so appointed by the Required Banks Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required BanksMajority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which that shall be a bank with a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 Section 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 not less than 10 days prior written notice thereof to the Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Required Majority Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Majority Banks shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so is appointed by the Required Majority Banks and shall have accepted accepts such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, after consultation with the Borrower, appoint a successor Agent, Agent which shall be a bank with capital and surplus in excess one of $750,000,000 and which has an office in New York, New York. 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 any appointment as Agent hereunder under the Loan Documents 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 hereunderthe Loan Documents. The Borrower, the Banks and the retiring Agent shall, at the Borrower's expenses, thereupon execute, deliver and file Financing Statements reflecting such change. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right right, with the prior consent of the Borrower (which consent shall not be unreasonably withheld), to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks and approved by the Borrower and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksBanks (and without the consent of any Bank or the Borrower), appoint a successor Agent, which . Any successor Agent shall be a bank with which has a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 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 Banks Lenders and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the Banksall Lenders. If no successor Agent shall have has been so appointed by all Lenders (and approved by the Required Banks Borrowers) and shall have has accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent. Any successor Agent must be approved by Borrowers, which shall approval will not be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. 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 Banksunreasonably withheld. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 Section 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 Banks Lenders and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the Banksall Lenders. If no successor Agent shall have has been so appointed by all Lenders (and approved by the Required Banks Borrowers) and shall have has accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent. Any successor Agent must be approved by Borrowers, which shall approval will not be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. 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 Banksunreasonably withheld. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 Section 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 Banks and the BorrowerBorrowers, and the Agent may be -57- 64 removed at any time with or without cause by the Required Banks; provided that the Borrower Borrowers and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the Bankswhich shall be a Bank. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and Bank which has an office in New York, New York. 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 Borrowers and the other Banks. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 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 Banks Lenders and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Required BanksLenders; provided that the Borrower Borrowers and the other Banks Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required BanksLenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. The Required Banks Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower Borrowers and the other BanksLenders. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 Part 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 Banks Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofLenders. Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent from among the BanksAgent. If no such successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required BanksLenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, Agent which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office (or having an affiliate with an office) in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment having a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Banksnot less than $500,000,000. Upon the acceptance of any appointment as an 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 such retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agenthereunder, the provisions of this Article 11 Section 16 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 (both as Agent and as Collateral Agent) by giving written notice thereof to the Banks and the Borrower, Borrower and the Agent (both as Agent and as Collateral Agent) may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the Banks(both as Agent and as Collateral Agent). If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent (both as Agent and as Collateral Agent, which ). Any successor Agent shall be a bank with which has a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder, and the retiring Agent shall cooperate in the execution and recording of any amendments to the Security Documents which are necessary to reflect the identity of the successor Collateral Agent. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 not less than ten (10) days prior written notice thereof to the Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Required Majority Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Majority Banks shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Majority Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent's ’s giving of notice of resignation or the Required Majority Banks' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, after consultation with the Borrower, appoint a successor Agent, Agent which shall be a bank with capital and surplus in excess one of $750,000,000 and which has an office in New York, New York. 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 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 ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article 11 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 Banks Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofLenders. Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent, which successor Agent from among shall be reasonably acceptable to Borrower and Borrower agrees that such consent shall not be unreasonably withheld or delayed, provided that Borrower's consent shall not be required following the Banksoccurrence of an Event of Default and during the continuance thereof. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a bank with a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 ARTICLE 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 thirty (30) days' prior written notice thereof to the Banks Lenders and the Borrower, Principal Companies and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofLenders. Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required BanksLenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, after consultation with the Principal Companies, appoint a successor Agent, Agent which shall be a bank with capital and surplus in excess one of $750,000,000 and which has an office in New York, New York. 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 BanksLenders. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 XII shall continue 104 -96- 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 Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among Agent, which, if no Event of Default is in existence, has been approved by the BanksBorrower (which approval shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksBanks and, if no Event of Default is in existence, with the consent of the Borrower (which shall not be unreasonably withheld or delayed), appoint a successor Agent, which . Any successor Agent shall be a bank with which has a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 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 Banks Lenders and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofMajority Lenders. Upon any such resignation or removal, the Required Banks Majority Lenders shall have the CREDIT AGREEMENT right to appoint a successor Agent from among with the Banksprior consent of the Company (which consent shall not be unreasonably withheld); PROVIDED that no such consent of the Company shall be required if an Event of Default has occurred and is continuing and the Commitments have been terminated and/or the Loans and other amounts payable by the Obligors hereunder have been declared forthwith due and payable. If no successor Agent shall have been so appointed by the Required Banks Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required BanksMajority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which that shall be a bank with a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 Section 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 Banks Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofMajority Lenders. Upon any such resignation or removal, (i) the Required Banks Majority Lenders without the consent of the Borrower shall have the right to appoint a successor Agent from among so long as such successor Agent is also a Lender at the Bankstime of such appointment and (ii) the Majority Lenders shall have the right to appoint a successor Agent that is not a Lender at the time of such appointment so long as the Borrower consents to such appointment (which consent shall not be unreasonably withheld). If no successor Agent shall have been so appointed by the Required Banks Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required BanksMajority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which . Any successor Agent shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment United States and a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Banksat least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under any other Loan Documents. Such successor Agent shall promptly specify by notice to the Borrower its Principal Office referred to in SECTION 3.1 and SECTION 4. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 SECTION 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 not less than thirty (30) days' prior written notice thereof to the Banks Lenders and the Borrower, Principal Companies and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofLenders. Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required BanksLenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, after consultation with the Principal Companies, appoint a 119 111 successor Agent, Agent which shall be a bank with capital and surplus in excess one of $750,000,000 and which has an office in New York, New York. 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 BanksLenders. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 ARTICLE XII 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 Banks and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the all Banks. If no successor Agent shall have has been so appointed by all Banks (and approved by the Required Banks Borrowers) and shall have has accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent. Any successor Agent must be approved by Borrowers, which shall approval will not be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. 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 Banksunreasonably withheld. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 Section 9 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 10.1 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 Banks Borrower and the BorrowerLenders, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofLenders. Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent, 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 from among the Banksif a Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 days of after the retiring Agent's giving of Agent gives notice of resignation or the Required Banks' removal of the retiring Agentits resignation, then the retiring Agent may, on behalf of the BanksLenders and the Issuing Bank, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. The Required Banks , or the retiring Agent, as the case may be, shall upon the appointment an Affiliate of a successor Agent promptly so notify the Borrower and the other Banksany such bank. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, at which point (and not earlier) 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 11 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 not less than 30 days' prior written notice thereof to the Banks and the Borrower, a Borrower and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, after consultation with Parent, appoint a successor Agent, Agent which shall be a bank with capital and surplus in excess of $750,000,000 and which that has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment Jersey with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Banksat least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 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 Banks and the Borrower, Company and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right right, with the consent of the Company (which consent shall not be unreasonably withheld, but in any event shall not be required at any time when a Default has occurred and is continuing), to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment York and which has a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Banksat least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 Section 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 Banks Lenders and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the Banksall Lenders. If no successor Agent shall have has been so appointed by all Lenders (and approved by the Required Banks Borrowers) and shall have has accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent. Any successor Agent must be approved by Borrowers, which shall approval will not be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. 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 Banksunreasonably withheld. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 Section 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 Banks Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the Banksall Lenders. If no successor Agent shall have has been so appointed by Required Lenders (and approved by the Required Banks Borrower) and shall have has accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent. Any successor Agent must be approved by Borrower, which approval will not be unreasonably withheld provided that Borrower's consent shall not be a bank with capital and surplus in excess required whenever an Event of $750,000,000 and which has an office in New York, New York. 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 BanksDefault exists. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 Section 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 be an Eligible Assignee.

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 Banks Lenders and the BorrowerPartnership, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofLenders. Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a A successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required BanksLenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be (i) a bank with capital and surplus in excess of $750,000,000 and which has an office (or having an affiliate with an office) in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment York having a combined capital and surplus of a successor Agent promptly so notify the Borrower not less than $500,000,000 and the other Banks(ii) an Eligible Assignee. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 Section 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.. Amendment and Restatement of Loan Agreement

Resignation or Removal of Agent. (a) 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 Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among reasonably 60 acceptable to the BanksBorrower. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which Agent reasonably acceptable to the Borrower. Any successor Agent shall be a bank with which has a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 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 hereunder. (b) If at any time the aggregate amount of the Commitments of the Agent, in its capacity as a Bank, and any Affiliate of the Agent shall be less than $10,000,000, the Agent shall promptly resign as Agent 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 Banks Borrowers and the BorrowerLenders, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofLenders. Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent, which Agent, if not a Lender, shall be reasonably acceptable to Borrowers; provided, however, that Borrowers shall have no right to approve a successor Agent from among the Banksif a Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 days of after the retiring Agent's giving of Agent gives notice of resignation or the Required Banks' removal of the retiring Agentits resignation, then the retiring Agent may, on behalf of the BanksLenders and the Issuing Bank, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. The Required Banks , or the retiring Agent, as the case may be, shall upon the appointment an Affiliate of a successor Agent promptly so notify the Borrower and the other Banksany such bank. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, at which point (and not earlier) 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 11 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 not less than 10 days' prior written notice thereof to the Banks and the Borrower, each Borrower and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, after consultation with each Borrower, appoint a successor Agent, Agent which shall be a bank with capital and surplus in excess of $750,000,000 and which that has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment York with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Banksat least $100,000,000. Upon the acceptance of any appointment as Agent hereunder or under the Security Documents 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 Security Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 Banks Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Required BanksLenders; provided that the Borrower and the other Banks Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent from among the BanksAgent. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required BanksLenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New Yorkthe United States. The Required Banks 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 BanksLenders. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 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 written notice thereof to the Banks Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofRepresentative. Upon any such resignation or removalresignation, the Required Banks Lenders shall have the right to appoint a successor Agent from among which shall be a Lender and, prior to the Banksoccurrence of an Event of Default, Representative shall have the right to approve a successor Agent, which approval shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor AgentAgent (which is a Lender), which shall be a bank with Lender which has a combined capital and surplus in excess of at least $750,000,000 and which has an office in New York, New York. 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 Banks500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 11 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 The Agent may resign at any time by as Agent effective ten (10) Business Days after giving written notice thereof to the Banks and the Borrower, Lenders for any reason and the Agent may be removed at the unanimous election of all the Lenders (other than the Lender that is also the Agent) for any time with reason. If the Agent shall resign or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removalremoved as Agent under this Agreement, the Required Banks Lenders shall have the right to appoint a successor Agent from among the BanksLenders (other than the Lender that has resigned or was removed) a successor agent for the Lenders, which successor agent shall be reasonably acceptable to the Borrower. If If, however, in the case of resignation by the Agent, no successor Agent agent shall have been so appointed by the Required Banks and shall have accepted time such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agentbecomes effective, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New Yorkagent from among the remaining Lenders. The Upon appointment (whether effected by the Required Banks Lenders or the retiring AgentAgent on behalf of the Lenders), as the case may be, successor agent shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Banks. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent, and the retiring term "Agent" shall mean such successor agent, effective upon its appointment, and the former Agent's rights, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holder of the Notes. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section 11.11 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 the AgentAgent under this Agreement.

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 Banks Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereofLenders. Upon any such resignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent from among reasonably acceptable to the BanksBorrower, provided deposits with such successor Agent shall be insured by the Federal Deposit 169 Insurance Corporation or its successor. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required BanksLenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which Agent reasonably acceptable to the Borrower. Any successor Agent shall be a bank with capital and surplus in excess of $750,000,000 and Lender which has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment United States with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Banksat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges 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 Borrower and the Lenders 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 11 Section 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.