Common use of Resignation or Removal of Agent Clause in Contracts

Resignation or Removal of Agent. Any AGENT may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving thirty (30) days’ prior notice to BORROWER and the BANKS. Any AGENT also may be removed at any time by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such resignation or removal shall take effect upon the appointment of a successor AGENT, in accordance with this Section 9.6. Upon any notice of resignation by any AGENT or upon the removal of any AGENT by the REQUIRED BANKS, the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (not to be unreasonably withheld or delayed) of BORROWER, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT who shall be a commercial bank having a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00). If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided above. Upon the acceptance of a successor’s appointment as an AGENT hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENT, and the retiring or removed AGENT shall be discharged from all of its duties and obligations hereunder or under the other LOAN DOCUMENTS. After the retirement or removal of any AGENT hereunder and under the other LOAN DOCUMENTS, the provisions of this Section 9 shall continue in effect for the benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them while the retiring AGENT was acting as AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENT.

Resignation or Removal of Agent. Any AGENT may Either Agent may, and at the request of the Required Banks shall, resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving thirty (30) as an Agent upon 30 days’ prior ' notice to BORROWER and the BANKSBanks. Any AGENT also may be removed at any time by If the REQUIRED BANKS upon thirty (30) days’ prior notice. Such resignation or removal shall take effect upon the appointment of a successor AGENT, in accordance with this Section 9.6. Upon any notice of resignation by any AGENT or upon the removal of any AGENT by the REQUIRED BANKSAdministrative Agent resigns, the BANKS Required Banks shall, with (so long as no EVENT OF DEFAULT has occurred and is continuing, with Event of Default exists) the consent of the Company (which shall not to be unreasonably withheld or delayed) of BORROWER), appoint from among the Banks a successor to such AGENT hereunder and under each other LOAN DOCUMENT who shall be a commercial bank having a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00)administrative agent for the Banks. If no successor AGENT administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Banks and the Company, a successor administrative agent from among the Banks. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the resigning Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent, and the resigning Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any Agent's resignation hereunder as an Agent, the provisions of this Section 13 and Sections 14.6 and 14.11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement. If the Administrative Agent resigns or is removed and no successor administrative agent has been appointed accepted appointment as Administrative Agent by the BANKS within thirty (30) date which is 30 days after following the date such resigning Administrative Agent's notice of resignation, the resigning Administrative Agent's resignation was given by such AGENT or shall nevertheless thereupon become effective and the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court Banks shall perform all of competent jurisdiction for the appointment duties of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, the Administrative Agent hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS Required Banks appoint a successor AGENT, administrative agent as provided for above. Upon Notwithstanding the acceptance foregoing, M&I may not be required to resign as the Administrative Agent at the request of a successor’s appointment the Required Banks unless M&I shall also simultaneously be replaced as an AGENT hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENT, "Issuing Bank" and the retiring or removed AGENT shall be discharged from all of its duties "Swing Line Bank" hereunder pursuant to documentation in form and obligations hereunder or under the other LOAN DOCUMENTS. After the retirement or removal of any AGENT hereunder and under the other LOAN DOCUMENTS, the provisions of this Section 9 shall continue in effect for the benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted substance reasonably satisfactory to be taken by any of them while the retiring AGENT was acting as AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENT.M&I.

Resignation or Removal of Agent. Any AGENT The Agent may resign from as such at any time upon forty-five days' prior written notice to the performance of all of its functions Company and duties hereunder and/or under the other LOAN DOCUMENTS Lenders. The Agent may be removed with or without cause at any time by giving thirty (30) days’ prior notice an instrument in writing duly executed by the Lenders delivered to BORROWER the Company and the BANKSAgent. Any AGENT also may be removed at In the event of any time by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such such resignation or removal shall take effect upon the appointment of a successor AGENT, in accordance with this Section 9.6. Upon any notice of resignation by any AGENT or upon the removal of any AGENT by the REQUIRED BANKSremoval, the BANKS Lenders shall, so long as no EVENT OF DEFAULT has occurred by an instrument in writing delivered to the Company and is continuing, with the consent (not to be unreasonably withheld or delayed) of BORROWERAgent, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT who successor, which shall be a commercial bank organized under the laws of the United States or any State thereof and having a combined capital and surplus of at least Two Hundred Fifty Million $500,000,000, or any lesser amount acceptable to the Lenders. If the Lenders are unable to agree on a successor within 25 days following receipt of the Agent's notice of resignation, PML shall have the right to select a successor that meets the above criteria. If a successor is not so appointed or does not accept such appointment at least five days before the Agent's resignation or removal becomes effective, the Agent may appoint a temporary successor to act until such appointment by the Lenders or PML, as the case may be, is made and No/100ths Dollars ($250,000,000.00)accepted. If no successor AGENT has been is appointed as provided above by the BANKS within thirty (30) days 45th day after the date such notice of resignation was given by the resigning Agent, or by the date such AGENT removal is effective, such Agent's resignation or removal shall become effective and the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court Lenders shall thereafter perform all the duties of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, Agent hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, Agent is appointed as provided above. Upon Notwithstanding the acceptance above, if the Agent shall have tendered its resignation following the assignment by NBD to another entity of a successor’s appointment as an AGENT hereunderall of the Credit Obligations to it, such resignation shall not be effective unless the entity acquiring such Credit Obligations shall have undertaken to act as Agent in accordance with the terms of this Agreement. Any successor to the Agent shall succeed execute and deliver to the Company and the Lenders an instrument accepting such appointment and thereupon such successor Agent, without further act, deed, conveyance or transfer shall become vested with all of the properties, rights, interests, powers, privileges authorities and duties obligations of the retiring or removed AGENTits predecessor hereunder with like effect as if originally named as Agent hereunder, and the retiring or removed AGENT Agent ceasing to act shall be discharged from all therefrom. Upon request of its duties and obligations hereunder or under the other LOAN DOCUMENTS. After the retirement or removal of any AGENT hereunder and under the other LOAN DOCUMENTSsuch successor Agent, the Agent ceasing to act shall execute and deliver such instruments of conveyance, assignment and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Agent all such properties, rights, interests, powers, authorities and obligations. The provisions of this Section 9 Article shall continue in effect thereafter remain effective for the benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in Agent ceasing to act with respect of to any actions taken or omitted to be taken by any of them such Agent while the retiring AGENT was acting as AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTAgent hereunder.

Resignation or Removal of Agent. Any AGENT The Agent may resign from at any time (a) give notice of its resignation to the Lenders, the L/C Issuer and the Borrower or (b) be removed by written notice of the Requisite Lenders with the consent of the Borrower if the Agent engages in gross negligence or willful misconduct in the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time Loan Documents, as determined by giving thirty (30) days’ prior notice to BORROWER a court of competent jurisdiction by a final and the BANKS. Any AGENT also may be removed at any time by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such non-appealable judgment, and such resignation or removal shall take effect become effective upon the earlier of the appointment of a successor AGENT, in accordance with this Section 9.6. Upon any Agent (and acceptance of such appointment by such successor) as set forth below or 30 days after the delivery of such notice of resignation by any AGENT the Agent or upon such notice of removal by the removal Requisite Lenders, as applicable. The Agent shall also submit a notice of resignation at the request of the Requisite Lenders if the Agent assigns all of its Commitments and Loans pursuant to §18. Upon receipt of any AGENT such notice of resignation or delivery of such notice of removal, the Requisite Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the REQUIRED BANKSRequisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or the Agent receives notice of its removal from the Requisite Lenders, then the BANKS shall, so long as no EVENT OF DEFAULT has occurred retiring or removed Agent may on behalf of the Lenders and is continuing, with the consent (not to be unreasonably withheld or delayed) of BORROWERL/C Issuer, appoint a successor to Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such AGENT appointment, then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under each the other LOAN DOCUMENT who Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent (except any Agent fees, and a pro-rated portion of any such fees paid in advance to the Agent which relate to any period after resignation shall be a commercial bank having a combined capital promptly refunded to the Borrower) shall instead be made by or to each Lender and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00). If no successor AGENT has been appointed by the BANKS within thirty (30) days after L/C Issuer directly, until such time as the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, Requisite Lenders appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, Agent as provided abovefor above in this Section. Upon the acceptance of a successor’s appointment as an AGENT Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed AGENTAgent, and the retiring or removed AGENT Agent shall be discharged from all of its duties and obligations hereunder or under the other LOAN DOCUMENTSLoan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retirement retiring Agent’s resignation or removal of any AGENT hereunder and under the other LOAN DOCUMENTSLoan Documents, the provisions of this Section 9 Article and §15 shall continue in effect for the benefit of such retiring or removed AGENTAgent, its sub-agents sub‑agents and their respective affiliates and subsidiaries Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring AGENT or removed Agent was acting as AGENTAgent. If Any resignation or removal by Bank of America as Agent pursuant to this Section shall also constitute its resignation or removal as L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENT is L/C Issuer and Swingline Lender, (b) the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the COLLATERAL AGENTother Loan Documents, such COLLATERAL AGENT will promptly transfer any collateral and (c) the successor L/C Issuer shall issue letters of credit in substitution for the LOANS in Letters of Credit, if any, outstanding at the possession or control time of such COLLATERAL AGENT succession or make other arrangements satisfactory to the successor COLLATERAL AGENT, and retiring or removed L/C Issuer to effectively assume the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights obligations of the COLLATERAL AGENT retiring or removed L/C Issuer with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTLetters of Credit.

Resignation or Removal of Agent. Any AGENT Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving thirty (30) days’ prior written notice thereof to BORROWER the Banks and the BANKS. Any AGENT also Borrower, and the Agent may be removed at any time with or without cause by the REQUIRED BANKS upon thirty (30) days’ prior noticeRequired Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Such resignation or Chase shall be deemed removed as Agent by the Required Banks at such time as the aggregate of the Commitment Proportions of Chase and its Affiliates is less than 35% of the aggregate Commitment Proportions of the Banks hereunder; provided, however, that such removal shall take effect only be deemed effective upon the appointment of a successor AGENT, in accordance with this Section 9.6Agent. Upon any notice of such resignation by any AGENT or upon the removal of any AGENT by the REQUIRED BANKSremoval, the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with Required Banks shall have the consent (not right to be unreasonably withheld or delayed) of BORROWER, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT who shall be a commercial bank having a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00)Agent. If no successor AGENT has Agent shall have been so appointed by the BANKS Required Banks and shall have accepted such appointment within thirty (30) days after the date such retiring Agent's giving of notice of resignation was given by such AGENT or the REQUIRED BANKS elected 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 which has an office in New York, New York. The appointment of any bank which is not then a party hereto shall be subject to remove such AGENTthe approval of the Borrower, any BANK which shall not be unreasonably withheld or from among the Banks which are parties hereto. The Required Banks or the retiring Agent, as the case may petition any court of competent jurisdiction for be, shall upon the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder Successor Agent promptly so notify the Borrower and under each the other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided aboveBanks. Upon the acceptance of a successor’s any appointment as an AGENT hereunderAgent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENTAgent, and the retiring or removed AGENT Agent shall be discharged from all of its duties and obligations hereunder or under the other LOAN DOCUMENTShereunder. After the retirement any retiring Agent's resignation or removal of any AGENT hereunder and under the other LOAN DOCUMENTSas Agent, the provisions of this Section 9 Article 11 shall continue in effect for the its benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them it while the retiring AGENT it was acting as AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTAgent.

Resignation or Removal of Agent. Any AGENT The Agent may resign from at any time (a) give notice of its resignation to the Lenders, the L/C Issuers and the Borrower or (b) be removed by written notice of the Requisite Lenders with the consent of the Borrower if the Agent engages in gross negligence or willful misconduct in the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time Loan Documents, as determined by giving thirty (30) days’ prior notice to BORROWER a court of competent jurisdiction by a final and the BANKS. Any AGENT also may be removed at any time by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such non-appealable judgment, and such resignation or removal shall take effect become effective upon the earlier of the appointment of a successor AGENT, in accordance with this Section 9.6. Upon any Agent (and acceptance of such appointment by such successor) as set forth below or thirty (30) days after the delivery of such notice of resignation by any AGENT the Agent or upon such notice of removal by the removal Requisite Lenders, as applicable. The Agent shall also submit a notice of resignation at the request of the Requisite Lenders if the Agent assigns all of its Commitments and Loans pursuant to §18. Upon receipt of any AGENT by the REQUIRED BANKSsuch notice of resignation or delivery of such notice of removal, the BANKS shallRequisite Lenders shall have the right, so long as no EVENT OF DEFAULT has occurred and is continuing, in consultation with the consent (not Borrower, to be unreasonably withheld or delayed) of BORROWER, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT who successor, which shall be a commercial bank having a combined capital and surplus with an office in the United States, or an Affiliate of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00)any such bank with an office in the United States. If no such successor AGENT has shall have been so appointed by the BANKS Requisite Lenders and shall have accepted such appointment within thirty (30) days after the date such retiring Agent gives notice of its resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENTAgent receives notice of its removal from the Requisite Lenders, any BANK then the retiring or removed Agent may petition any court on behalf of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem properLenders and the L/C Issuers, appoint a successor AGENTAgent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, as applicable, who then such resignation or removal shall serve as nonetheless become effective in accordance with such AGENT, notice and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent (except any Agent fees, and a pro-rated portion of any such fees paid in advance to the Agent which relate to any period after resignation shall be promptly refunded to the Borrower) shall instead be made by or to each other LOAN DOCUMENT Lender and each L/C Issuer directly, until such time, if any, time as the BANKS Requisite Lenders appoint a successor AGENT, Agent as provided abovefor above in this Section. Upon the acceptance of a successor’s appointment as an AGENT the Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed AGENTAgent, and the retiring or removed AGENT Agent shall be discharged from all of its duties and obligations hereunder or under the other LOAN DOCUMENTSLoan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retirement retiring Agent’s resignation or removal of any AGENT hereunder and under the other LOAN DOCUMENTSLoan Documents, the provisions of this Section 9 Article and §15 shall continue in effect for the benefit of such retiring or removed AGENTAgent, its sub-agents sub‑agents and their respective affiliates and subsidiaries Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring AGENT or removed Agent was acting as AGENTthe Agent and (ii) after such resignation or removal for so long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Agent. If Any resignation or removal by Bank of America as the Agent pursuant to this Section shall also constitute its resignation or removal as an L/C Issuer. Upon the acceptance of a successor’s appointment as the Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of Bank of America as a retiring or removed AGENT is the COLLATERAL AGENTL/C Issuer, such COLLATERAL AGENT will promptly transfer (b) Bank of America shall be discharged from all of its duties and obligations hereunder or under the deposit accounts other Loan Documents as an L/C Issuer, and security accounts of BORROWER relating to this AGREEMENT to the possession or control of (c) the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights L/C Issuer shall issue letters of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral credit in substitution for the LOANS in Letters of Credit, if any, issued by Bank of America and outstanding at the possession or control time of such COLLATERAL AGENT succession or make other arrangements satisfactory to Bank of America to effectively assume the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights obligations of the COLLATERAL AGENT Bank of America with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTLetters of Credit.

Resignation or Removal of Agent. Any AGENT Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving thirty (30) days’ prior notice thereof to BORROWER the Lenders and the BANKS. Any AGENT also Borrower, and the Agent may be removed at any time with or without cause by the REQUIRED BANKS upon thirty (30) days’ prior noticeRequired Lenders. Such resignation or removal If a Lender which is serving as Agent assigns all of its rights and interests hereunder pursuant to Section 9.08 hereof, such assignment shall take effect upon operate as, and shall be deemed notice to the appointment of a successor AGENTother Lenders and to the Borrower of, in accordance with this Section 9.6the Agent's resignation. Upon any such resignation or removal, the Required Lenders or their respective assignees shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders or their respective assignees and shall have accepted such appointment within 30 days after the retiring Agent's notice of resignation by any AGENT or upon resignation, the Required Lenders' removal of any AGENT by the REQUIRED BANKSretiring Agent, or the BANKS shallretiring Agent's notice of assignment, so long as no EVENT OF DEFAULT has occurred and is continuingthen the Retiring Agent may, with on behalf of the consent (not to be unreasonably withheld or delayed) of BORROWERLenders, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT who shall be a commercial bank having a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00). If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided aboveAgent. Upon the acceptance of a successor’s any appointment as an AGENT hereunderAgent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENTAgent, and the retiring or removed AGENT Agent shall be discharged from all of its duties and obligations hereunder. Notwithstanding the foregoing, if each Lender shall assign all of its respective rights and interests hereunder pursuant to Section 9.08 hereof to the assignee or under assignees, then such assignee or assignees, or their respective designee, shall automatically be deemed to be, and shall have all of the other LOAN DOCUMENTSpowers, rights and privileges of, the Agent as of the effective date of such assignment unless and until the Required Lenders remove such assignee or assignees as Agent and appoint a Successor Agent as provided above. After the retirement any retiring Agent's resignation or removal of any AGENT hereunder and under the other LOAN DOCUMENTSas Agent, the provisions of this Section 9 Article VII shall continue in effect for the its benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them it while the retiring AGENT it was acting as AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTAgent hereunder.

Resignation or Removal of Agent. Any AGENT The Agent may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS ------------------------------- at any time by giving thirty (30) days’ prior written notice thereof to BORROWER the Lenders, the Lessor and the BANKS. Any AGENT also Company and may be removed at any time with or without cause by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such resignation or removal shall take effect upon the appointment of a successor AGENT, in accordance with this Section 9.6Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent with the Company'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 Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation by any AGENT or upon the Required Lenders' removal of any AGENT by the REQUIRED BANKSretiring Agent, then such retiring Agent may, on behalf of the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (not to be unreasonably withheld or delayed) of BORROWERLenders, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT who Agent, which shall be a Lender and a commercial bank 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 of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00). If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided above500,000,000. Upon the acceptance of a successor’s any appointment as an AGENT hereunderAgent hereunder by a successor Agent, such each successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENTAgent, and the retiring or removed AGENT Agent shall be discharged from all of its duties and obligations hereunder or under this Agreement and the other LOAN DOCUMENTSOperative Documents. After the retirement any retiring Agent's resignation or removal of any AGENT hereunder and under the other LOAN DOCUMENTSas Agent, the provisions of this Section 9 Article XI shall continue in effect for the inure to its benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of as to any actions taken or omitted to be taken by any of them it while the retiring AGENT it was acting as AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to Agent under this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTAgreement.

Resignation or Removal of Agent. Any AGENT The Agent may resign from at any time (a) give notice of its resignation to the Lenders, the L/C Issuer and the Borrower or (b) be removed by written notice of the Requisite Lenders with the consent of the Borrower if the Agent engages in gross negligence or willful misconduct in the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time Loan Documents, as determined by giving thirty (30) days’ prior notice to BORROWER a court of competent jurisdiction by a final and the BANKS. Any AGENT also may be removed at any time by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such non-appealable judgment, and such resignation or removal shall take effect become effective upon the earlier of the appointment of a successor AGENT, in accordance with this Section 9.6. Upon any Agent (and acceptance of such appointment by such successor) as set forth below or 30 days after the delivery of such notice of resignation by any AGENT the Agent or upon such notice of removal by the removal Requisite Lenders, as applicable. The Agent shall also submit a notice of resignation at the request of the Requisite Lenders if the Agent assigns all of its Commitments and Loans pursuant to §18. Upon receipt of any AGENT such notice of resignation or delivery of such notice of removal, the Requisite Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the REQUIRED BANKSRequisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or the Agent receives notice of its removal from the Requisite Lenders, then the BANKS shall, so long as no EVENT OF DEFAULT has occurred retiring or removed Agent may on behalf of the Lenders and is continuing, with the consent (not to be unreasonably withheld or delayed) of BORROWERL/C Issuer, appoint a successor to Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such AGENT appointment, then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under each the other LOAN DOCUMENT who Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent (except any Agent fees, and a pro-rated portion of any such fees paid in advance to the Agent which relate to any period after resignation shall be a commercial bank having a combined capital promptly refunded to the Borrower) shall instead be made by or to each Lender and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00). If no successor AGENT has been appointed by the BANKS within thirty (30) days after L/C Issuer directly, until such time as the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, Requisite Lenders appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, Agent as provided abovefor above in this Section. Upon the acceptance of a successor’s appointment as an AGENT Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed AGENTAgent, and the retiring or removed AGENT Agent shall be discharged from all of its duties and obligations hereunder or under the other LOAN DOCUMENTSLoan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retirement retiring Agent’s resignation or removal of any AGENT hereunder and under the other LOAN DOCUMENTSLoan Documents, the provisions of this Section 9 Article and §15 shall continue in effect for the benefit of such retiring or removed AGENTAgent, its sub-agents and their respective affiliates and subsidiaries Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring AGENT or removed Agent was acting as AGENTAgent. If Any resignation or removal by Bank of America as Agent pursuant to this Section shall also constitute its resignation or removal as L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENT is L/C Issuer and Swingline Lender, (b) the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the COLLATERAL AGENTother Loan Documents, such COLLATERAL AGENT will promptly transfer any collateral and (c) the successor L/C Issuer shall issue letters of credit in substitution for the LOANS in Letters of Credit, if any, outstanding at the possession or control time of such COLLATERAL AGENT succession or make other arrangements satisfactory to the successor COLLATERAL AGENT, and retiring or removed L/C Issuer to effectively assume the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights obligations of the COLLATERAL AGENT retiring or removed L/C Issuer with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTLetters of Credit.

Resignation or Removal of Agent. Any AGENT Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving thirty (30) days’ prior written notice thereof to BORROWER the Issuing Bank, the Banks and the BANKS. Any AGENT also Borrower, and the Agent may be removed at any time with or without cause by Banks having at least 60% of the aggregate amount of the Commitments (the "Special Purpose Required Banks"); provided that the Borrower, the Issuing Bank and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Special Purpose Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such Special Purpose Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Special Purpose Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall take effect be a commercial bank which has an office in New York, New York having a minimum capital and surplus of $500,000,000. The Special Purpose Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor AGENT, in accordance with this Section 9.6. Upon any notice of resignation by any AGENT or upon Agent promptly so notify the removal of any AGENT by the REQUIRED BANKSBorrower, the BANKS shall, so long as no EVENT OF DEFAULT has occurred Issuing Bank and is continuing, with the consent (not to be unreasonably withheld or delayed) of BORROWER, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT who shall be a commercial bank having a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00). If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided aboveBanks. Upon the acceptance of a successor’s any appointment as an AGENT hereunderAgent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENTAgent, and the retiring or removed AGENT Agent shall be discharged from all and after the date of such succession from its duties and obligations hereunder or under the other LOAN DOCUMENTShereunder. After the retirement any retiring Agent's resignation or removal of any AGENT hereunder and under the other LOAN DOCUMENTSas Agent, the provisions of this Section 9 Article 11 shall continue in effect for the its benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them it while the retiring AGENT it was acting as AGENTthe Agent. If a The retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto Agent shall pay to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, Agent its pro-rated portion of any agency fee that had been paid for such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTyear.

Resignation or Removal of Agent. Any AGENT AT&T-CFC (or any other Agent hereunder) and UBOC (or any other Co-Agent hereunder), may resign from as the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS Agent or Co-Agent, respectively, at any time by giving thirty (30) days’ ' prior written notice thereof to BORROWER the Lenders and the BANKSBorrowers. Any AGENT also may be removed at any time by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such such resignation or removal shall take effect at the end of such thirty (30) day period or upon the earlier appointment of a successor AGENTAgent or Co-Agent, in accordance with this Section 9.6as applicable, by the Majority Lenders as provided below. Upon any notice of resignation by any AGENT or upon the removal of any AGENT by the REQUIRED BANKSresignation, the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (not to be unreasonably withheld or delayed) of BORROWER, Majority Lenders shall appoint a successor to agent from among the Lenders or, if such AGENT hereunder and under each other LOAN DOCUMENT who shall be a commercial bank having appointment is deemed inadvisable or impractical by the Majority Lenders, another financial institution with a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00). If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided above500,000,000. Upon the acceptance of a successor’s any appointment as an AGENT hereunderAgent or Co-Agent hereunder by a successor Agent or Co-Agent, such successor Agent or Co-Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent or removed AGENTCo-Agent. After the effective date of the resignation of an Agent or Co-Agent hereunder, and the retiring Agent or removed AGENT Co-Agent shall be discharged from all of its duties and obligations hereunder or under the other LOAN DOCUMENTS. After the retirement or removal of any AGENT hereunder and under the other LOAN DOCUMENTShereunder, provided that the provisions of this Section 9 ARTICLE X shall continue in effect for the its benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them it while the retiring AGENT it was acting as AGENTthe Agent or Co-Agent. If In the event that there shall not be a retiring or removed AGENT is duly appointed and acting Agent, the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating Borrowers agree to this AGREEMENT make each payment due to the possession or control of Agent hereunder and under the successor COLLATERAL AGENTNotes, if any, directly to each Lender entitled thereto, pursuant to written instructions provided by the retiring Agent, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may to provide copies of each certificate or other document required to be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto furnished to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENTAgent hereunder, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT if any, directly to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTeach Lender.

Resignation or Removal of Agent. Any AGENT (a) The Agent may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving thirty (30) days’ prior give written notice of its resignation to BORROWER the Lenders and the BANKSLead Borrower. Any AGENT also Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Lead Borrower, to appoint a successor, which shall be (i) a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, (ii) a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender, or (iii) such other Person that may be removed at any time by reasonably acceptable to the REQUIRED BANKS upon thirty (30) days’ prior notice. Such resignation or removal shall take effect upon Required Lenders and the appointment of a successor AGENT, in accordance with this Section 9.6. Upon any notice of resignation by any AGENT or upon the removal of any AGENT by the REQUIRED BANKS, the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (not to be unreasonably withheld or delayed) of BORROWER, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT who shall be a commercial bank having a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00)Lead Borrower. If no such successor AGENT has shall have been so appointed by the BANKS Required Lenders and shall have accepted such appointment within thirty (30) days after the date such retiring Agent gives notice of resignation was given by such AGENT or its resignation, then the REQUIRED BANKS elected to remove such AGENT, any BANK retiring Agent may petition any court on behalf of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem properLenders, appoint a successor AGENTAgent meeting the qualifications set forth above; provided that if the Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, as applicable, who then such resignation shall serve as nonetheless become effective in accordance with such AGENT, notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under each the other LOAN DOCUMENT Loan Documents (except that in the case of any Collateral held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such timetime as a successor Agent is appointed) and (2) all payments, if anycommunications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the BANKS Required Lenders appoint a successor AGENT, Agent as provided abovefor above in this Section. Upon the acceptance of a successor’s appointment as an AGENT Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed AGENTretired) Agent, and the retiring or removed AGENT Agent shall be discharged from all of its duties and obligations hereunder or under the other LOAN DOCUMENTSLoan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retirement or removal of any AGENT retiring Agent’s resignation hereunder and under the other LOAN DOCUMENTSLoan Documents, the provisions of this Article and Section 9 10.04 shall continue in effect for the benefit of such retiring or removed AGENTAgent, its sub-agents and their respective affiliates and subsidiaries Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring AGENT Agent was acting as AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTAgent hereunder.

Resignation or Removal of Agent. Any AGENT Agent may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS on at any time by giving least thirty (30) days’ prior written notice to BORROWER Lenders and Borrower or upon the BANKSoccurrence of an Event of Default. Any AGENT also Agent may be removed at any time by the REQUIRED BANKS Required Lenders upon thirty a final determination of Agent’s gross negligence or intentional misconduct or if the Required Lenders (30without considering the vote of Agent in its capacity as Lender) dayselect to remove Agent following Agent’s election described in Section 10.7(a) (provided that Agent shall have the option, in a written notice to Lenders, to withdraw such election described in Section 10.7(a) within five (5) Business Days of its receipt of written notice of the Required Lenders’ prior noticeelection to remove Agent as aforesaid and in such instance, such election of the Required Lenders shall be null and void and of no force or effect), provided that Borrower and the other Lenders shall be promptly notified thereof. Such Upon such resignation or removal of Agent, the Required Lenders shall take effect have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within twenty (20) days after the resignation or the Required Lenders’ removal of the retiring Agent, then the retiring or removed Agent may, on behalf of Lenders, appoint a successor Agent, which shall be one of Lenders, within ten (10) days. The Required Lenders or the resigning or removed Agent, as the case may be, shall upon the appointment of a successor AGENT, in accordance with this Section 9.6. Upon any notice of resignation by any AGENT or upon Agent promptly so notify Borrower and the removal of any AGENT by the REQUIRED BANKS, the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (not to be unreasonably withheld or delayed) of BORROWER, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT who shall be a commercial bank having a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00). If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided aboveLenders. Upon the acceptance of a successor’s any appointment as an AGENT hereunderAgent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENTAgent, and the retiring or removed AGENT Agent shall be discharged from all of its duties and obligations hereunder or under the other LOAN DOCUMENTShereunder. After the retirement any retiring Agent’s resignation or removal of any AGENT hereunder and under the other LOAN DOCUMENTSas Agent, the provisions of this Section 9 Article 10 shall continue in effect for the its benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them it while the retiring AGENT it was acting as AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTAgent.

Resignation or Removal of Agent. Any AGENT Canadian Imperial Bank of Commerce, New York Agency (or any other Agent hereunder), may resign from as the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS Agent at any time by giving thirty ten (3010) days’ ' prior written notice thereof to BORROWER the Lenders and the BANKSBorrower. Any AGENT also may be removed at any time by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such such resignation or removal shall take effect at the end of such ten (10) day period or upon the earlier appointment of a successor AGENT, in accordance with this Section 9.6Agent by the Required Lenders as provided below. Upon any notice resignation of resignation by Canadian Imperial Bank of Commerce, New York Agency (or any AGENT or upon other Agent hereunder), and subject to the removal of any AGENT by the REQUIRED BANKS, the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent Borrower's approval (which approval shall not to be unreasonably withheld or delayeddelayed and shall not be required with respect to any such appointment made during the existence of any Event of Default) of BORROWER, the Required Lenders shall appoint a successor to agent from among the Lenders or, if such AGENT hereunder and under each other LOAN DOCUMENT who shall be a commercial bank having appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00). If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided above500,000,000. Upon the acceptance of a successor’s any appointment as an AGENT hereunderAgent hereunder by such successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENTAgent. After the effective date of the resignation of an Agent hereunder, and the retiring or removed AGENT Agent shall be discharged from all of its duties and obligations hereunder or under the other LOAN DOCUMENTS. After the retirement or removal of any AGENT hereunder and under the other LOAN DOCUMENTShereunder, provided that the provisions of this Section 9 Article X shall continue in effect for the its benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them it while the retiring AGENT it was acting as AGENTthe Agent. If In the event that there shall not be a retiring or removed AGENT is duly appointed and acting Agent, the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating Borrower agrees to this AGREEMENT make each payment due to the possession or control of Agent hereunder and under the successor COLLATERAL AGENTNotes, if any, directly to each Lender entitled thereto, pursuant to written instructions provided by the retiring Agent, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may to provide copies of each certificate or other document required to be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto furnished to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENTAgent hereunder, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT if any, directly to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTeach Lender.

Resignation or Removal of Agent. Any AGENT Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving thirty (30) days’ prior written notice thereof to BORROWER the Banks and the BANKS. Any AGENT also Borrower, and the Agent may be removed at any time with or without cause by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such resignation or removal Required Banks; provided, that the Borrower and the other Banks shall take effect upon the appointment of a successor AGENT, in accordance with this Section 9.6be promptly notified thereof. Upon any notice of such resignation by any AGENT or upon the removal of any AGENT by the REQUIRED BANKSremoval, the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with Required Banks shall have the consent (not right to be unreasonably withheld or delayed) of BORROWER, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT Agent, who shall be a any Bank or any commercial bank having organized under the laws of the United Stated of America, any state thereof, or the District of Columbia, which has a combined capital and surplus of at least Two Hundred Fifty Million $250,000,000 and No/100ths Dollars ($250,000,000.00)an office in New York City. If no successor AGENT has Agent shall have been so appointed by the BANKS Required Banks and shall have accepted such appointment within thirty (30) days after the date such retiring Agent's giving of notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENTRequired Banks' removal of the retiring Agent, any BANK then the retiring Agent may, on behalf of the Banks, appoint a successor Agent. The Required Banks or the retiring Agent, as the case may petition any court of competent jurisdiction for be, shall upon the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder Agent promptly so notify the Borrower and under each the other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided aboveBanks. Upon the acceptance of a successor’s any appointment as an AGENT hereunderAgent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENTAgent, and the retiring or removed AGENT Agent shall be discharged from all of its duties and obligations hereunder or under the other LOAN DOCUMENTShereunder. After the retirement any retiring Agent's resignation or removal of any AGENT hereunder and under the other LOAN DOCUMENTSas Agent, the provisions of this Section 9 Article 11 shall continue in effect for the its benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them it while the retiring AGENT it was acting as AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTAgent.

Resignation or Removal of Agent. Any AGENT Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving thirty (30) days’ prior written notice thereof to BORROWER the Banks and the BANKS. Any AGENT also Borrower, and the Agent may be removed at any time with or without cause by the REQUIRED BANKS upon thirty (30) days’ prior noticeRequired Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Such Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent, which (if other than the Bank having the next largest Bank Percentage) shall be reasonably acceptable to the Borrower. 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 take effect be a 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 AGENTAgent promptly so notify the Borrower and the other Banks. Notwithstanding the foregoing provisions of this Section, in accordance with this Section 9.6. Upon any notice of resignation by any AGENT or upon if all the removal of any AGENT Loans are assigned by the REQUIRED BANKSBanks to the Designated Party, the BANKS shallAgent shall resign contemporaneously therewith, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (not to be unreasonably withheld or delayed) of BORROWER, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT who Designated Party shall be a commercial bank having a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00). If no successor AGENT has deemed automatically to have been appointed by (and to have accepted the BANKS within thirty (30appointment) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a as successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided aboveAgent. Upon the acceptance of a successor’s any appointment as an AGENT hereunderAgent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENTAgent, and the retiring or removed AGENT Agent shall be discharged from all of its duties and obligations hereunder or under the other LOAN DOCUMENTShereunder. After the retirement any retiring Agent's resignation or removal of any AGENT hereunder and under the other LOAN DOCUMENTSas Agent, the provisions of this Section 9 Article 11 shall continue in effect for the its benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them it while the retiring AGENT it was acting as AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTAgent.

Resignation or Removal of Agent. Any AGENT Subject to the appointment and acceptance of a successor Administrative Agent as provided below, (i) Administrative Agent may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving thirty notice thereof to the Lenders and Borrower, (30ii) days’ prior notice to BORROWER and the BANKS. Any AGENT also Administrative Agent may be removed at any time with or without cause by the REQUIRED BANKS upon thirty Required Lenders and (30iii) days’ prior notice. Such resignation Administrative Agent may be removed by Lenders holding at least 50% of the aggregate unpaid principal amount of the Loans (the "Majority Lenders") in the event of Administrative Agent's gross negligence or removal shall take effect upon willful misconduct or a material breach by Administrative Agent in the appointment performance of a successor AGENTits obligations under the terms of this Agreement, in accordance which gross negligence, willful misconduct or material breach is not cured or discontinued by Administrative Agent with this Section 9.6reasonable promptness following its receipt of written notice of such breach from one of the Lenders. Upon any notice of such resignation by any AGENT or upon the removal of any AGENT by the REQUIRED BANKSremoval, the BANKS shallRequired Lenders (or, so long as no EVENT OF DEFAULT has occurred and is continuingin the case of a removal under clause (iii) of this Section 11.09, with the consent Majority Lenders) shall have the right to appoint a successor Administrative Agent, which successor Administrative Agent shall be approved by Borrower (such approval not to be unreasonably withheld or delayeddelayed and provided, however, that if an Event of Default shall exist, no such consent of Borrower shall be required). If no successor Administrative Agent shall have been so appointed by the Required Lenders (or, in the case of a removal under clause (iii) of BORROWERthis Section 11.09, the Majority Lenders) or shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the Required Lenders' or the Majority Lenders', as the case may be, removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT who Administrative Agent, which shall be a commercial bank having or other financial institution that has an office in New York, New York and that has a combined capital and surplus of at least Two Hundred Fifty Million $50,000,000 and No/100ths Dollars that shall be approved by Borrower ($250,000,000.00such approval not to be unreasonably withheld or delayed and provided, however, that if an Event of Default shall exist, no such consent of Borrower shall be required). If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided above. Upon the acceptance of a successor’s any appointment as an AGENT hereunderAdministrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENTAdministrative Agent, and the retiring or removed AGENT Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other LOAN DOCUMENTShereunder. After the retirement any retiring Administrative Agent's resignation or removal of any AGENT hereunder and under the other LOAN DOCUMENTSas Administrative Agent, the provisions of this Section 9 11 shall continue in effect for the its benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them it while the retiring AGENT it was acting as AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTAdministrative Agent.

Resignation or Removal of Agent. Any AGENT may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS If at any time by giving thirty (30) days’ prior notice Agent deems it advisable, in its sole discretion, it may submit to BORROWER each of the Lenders a written notification of its resignation as Agent under this Agreement and the BANKSSecurity Documents, such resignation to be effective on the thirtieth (30th) day after the date of such notice. Any AGENT also Agent may be removed at any time time, with or without cause, by vote of the REQUIRED BANKS upon thirty (30) days’ prior notice. Such resignation or removal shall take effect upon the appointment of a successor AGENT, in accordance with this Section 9.6Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent from among the Lenders. If no successor Agent shall have been so appointed by the Majority Lenders and accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation by any AGENT or upon resignation, then the removal retiring Agent may, on behalf of any AGENT by the REQUIRED BANKS, the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (not to be unreasonably withheld or delayed) of BORROWERLenders, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT who Agent, which successor Agent shall be either an existing Lender or a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least Two Hundred Fifty Million $100,000,000, and No/100ths Dollars which successor Agent ($250,000,000.00if not also a Lender). If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if anyno event of default on the part of Borrower shall have occurred and be continuing, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided abovebe reasonably satisfactory to Borrower. Upon the acceptance of a successor’s any appointment as an AGENT hereunderAgent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENTAgent, and the retiring or removed AGENT Agent shall be discharged from all of its duties and obligations hereunder or under this Agreement. Borrower and the other LOAN DOCUMENTSLenders shall execute such documents as shall be necessary to effect such appointment. After the retirement or removal of any AGENT retiring Agent's resignation hereunder and under the other LOAN DOCUMENTSas Agent, the provisions of this Section 9 9.7 shall continue in effect for the inure to its benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of as to any actions taken or omitted to be taken by any of them it while the retiring AGENT it was acting as AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to Agent under this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTAgreement.

Resignation or Removal of Agent. Any AGENT may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving thirty (30) days’ prior notice to BORROWER and the BANKS. Any AGENT also may be removed at any time by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such resignation or removal shall take effect upon the appointment of a successor AGENT, in accordance with this Section 9.68.6. Upon any notice of resignation by any AGENT or upon the removal of any AGENT by the REQUIRED BANKS, the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (not to be unreasonably withheld or delayed) of BORROWER, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT who shall be a commercial bank having a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00). If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided above. Upon the acceptance of a successor’s appointment as an AGENT hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENT, and the retiring or removed AGENT shall be discharged from all of its duties and obligations hereunder or under the other LOAN DOCUMENTS. After the retirement or removal of any AGENT hereunder and under the other LOAN DOCUMENTS, the provisions of this Section 9 shall continue in effect for the benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them while the retiring AGENT was acting as AGENT. If a retiring or removed AGENT is the COLLATERAL AGENTACCOUNTS BANK, such COLLATERAL AGENT ACCOUNTS BANK will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENTACCOUNTS BANK, and the COLLATERAL AGENT ACCOUNTS BANK and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT ACCOUNTS BANK with respect thereto to the successor COLLATERAL AGENTACCOUNTS BANK. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENT.

Resignation or Removal of Agent. Any AGENT (a) The Agent may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving thirty (30) days’ not less than 10 days prior written notice thereof to BORROWER the Banks and the BANKS. Any AGENT also Borrowers, and the Agent may be removed at any time with or without cause by the REQUIRED BANKS Majority Banks upon thirty (30) days’ not less than 10 days prior noticewritten notice thereof executed by the Majority Banks and delivered to the Banks, the Agent and the Borrowers. Such In the event of any such resignation or removal shall take effect upon by Fleet, LaSalle National Bank shall, without further action being required hereunder, become the appointment successor Agent. For purposes of a successor AGENTthis Section 9.8, in accordance with this Section 9.6the event that one or more Banks abstains or otherwise chooses not to participate the selection of any successor Agent, the term Majority Banks shall be deemed to mean Banks having the same percentage of the aggregate amount of the Commitments (if no Loans are then outstanding hereunder) or the Loans (if any Loan is then outstanding hereunder), as the case may be, as if the abstaining Bank's Commitment or Loans, as the case may be, were not included, so that in no event shall the abstention of one or more Banks cause the voting percentage necessary to constitute the Majority Banks amongst those Banks voting to be higher than if the abstaining Bank or Banks had not abstained. Each of the Borrowers, the Banks and the retiring Agent shall at the Borrowers' joint and several expense thereupon execute and deliver Uniform Commercial Code statements reflecting such change. Upon any notice of resignation by any AGENT or upon the removal of any AGENT the Agent, the Majority Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the REQUIRED BANKSMajority Banks and shall have accepted such appointment within 30 days after the Majority Banks' removal of the retiring Agent, then the BANKS shallretiring Agent may, so long as no EVENT OF DEFAULT has occurred and is continuingon behalf of the Banks, after consultation with the consent (not to be unreasonably withheld or delayed) of BORROWERBorrowers, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT who Agent which shall be a commercial bank having a combined capital and surplus one of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00). If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided aboveBanks. Upon the acceptance of a successor’s any appointment as an AGENT hereunderAgent hereunder or under the Security Documents by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENTAgent, and the retiring or removed AGENT Agent shall be discharged from all of its duties and obligations hereunder or under the other LOAN DOCUMENTS. After the retirement or removal of any AGENT hereunder and under the other LOAN DOCUMENTSSecurity Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section Article 9 shall continue in effect for the its benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them it while the retiring AGENT it was acting as AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTAgent.

Resignation or Removal of Agent. Any AGENT Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving thirty (30) days’ prior notice thereof to BORROWER the Holders, the Borrower and the BANKS. Any AGENT also Security Trustee, and the Agent may be removed at any time with or without cause by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such resignation or removal shall take effect upon the appointment Majority in Interest of a successor AGENT, in accordance with this Section 9.6Holders. Upon any notice of such resignation by any AGENT or upon the removal of any AGENT by the REQUIRED BANKSremoval, the BANKS shallMajority in Interest of Holders (with, so long as no EVENT OF DEFAULT Event of Default has occurred and is continuing, with the consent (of the Borrower, not to be unreasonably withheld withheld) shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority in Interest of Holders and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation or delayed) the Majority in Interest of BORROWERHolders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the holders of Loan Certificates, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT who shall be a commercial bank having a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00). If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided aboveAgent. Upon the acceptance of a successor’s any appointment as an AGENT hereunderAgent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENTAgent, and the retiring or removed AGENT Agent shall be discharged from all of its duties and obligations hereunder or under the other LOAN DOCUMENTShereunder. After the retirement any retiring Agent’s resignation or removal of any AGENT hereunder and under the other LOAN DOCUMENTSas Agent, the provisions of this Section 9 19 shall continue in effect for the its benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them it while the retiring AGENT it was acting as AGENTthe Agent. If Unless an Event of Default has occurred and is continuing, a retiring or removed AGENT is successor Agent shall be reasonably acceptable to the COLLATERAL AGENTBorrower. * * * 45 [Facility Agreement [Atias/747-8F 2011]] IN WITNESS WHEREOF, such COLLATERAL AGENT will promptly transfer all the parties hereto have caused this Facility Agreement to be duly executed by their respective officers thereunto duly authorized as of the deposit accounts day and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENTyear first above written. ATLAS AIR, INC., as Borrower By: /s/ Xxxxxx X. XxXxxxxx Vice President & Treasurer BANK OF UTAH, as Security Trustee By: /s/ Xxxxx Xxxx Its: Vice President NORDDEUTSCHE LANDESBANK GIROZENTRALE, as a Loan Participant and the COLLATERAL AGENT and BORROWER will execute and deliver such noticesas Agent By: /s/ Xxxxxx Xxxxxx Its: Managing Director By: /s/ Xxxxx Xxxxxxxx Its: Vice President CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENTLoan Participant By: /s/ Xxxxx Xxxxxxx Its: Managing Director By: /s/ Xxxxxxx Xxxxx Its: Director BNP PARIBAS, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENTas a Loan Participant By: /s/ Xxxxxx Xxxxx Its: Director Transportation Group Aviation Finance By: /s/ Xxxxxxxxx Xxxxx Its: Associate DEKABANK DEUTSCHE GIROZENTRALE, and the COLLATERAL AGENT and BORROWER will execute and deliver such noticesas a Loan Participant By: /s/ Xxxxxxxx Xxxxx Its: Xxxxxxxx Xxxxx, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENT.Executive Director By: /s/ Xxxx Xxxxxx Its: Xxxx Xxxxxx, Authorized Officer

Resignation or Removal of Agent. Any AGENT may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving thirty (30) days’ prior notice to BORROWER and the BANKS. Any AGENT also may be removed at any time by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such resignation or removal shall take effect upon the appointment of a successor AGENT, in accordance with this Section 9.6. Upon any notice of resignation by any AGENT or upon the removal of any AGENT by the REQUIRED BANKS, the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (not to be unreasonably withheld or delayed) of BORROWER, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT who shall be a commercial bank having a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00). If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided above. Upon the acceptance of a successor’s appointment as an AGENT hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENT, and the retiring or removed AGENT shall be discharged from all of its duties and obligations hereunder or under the other LOAN DOCUMENTS. After the retirement or removal of any AGENT hereunder and under the other LOAN DOCUMENTS, the provisions of this Section 9 shall continue in effect for the benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them while the retiring AGENT was acting as AGENT. If a retiring or removed AGENT is the COLLATERAL AGENTACCOUNTS BANK, such COLLATERAL AGENT ACCOUNTS BANK will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENTACCOUNTS BANK, and the COLLATERAL AGENT ACCOUNTS BANK and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT ACCOUNTS BANK with respect thereto to the successor COLLATERAL AGENTACCOUNTS BANK. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENT.

Resignation or Removal of Agent. Any AGENT Agent (a) may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving notice thereof to the Lenders, Guarantor and Borrower, and (b) may not be removed as Agent unless Lenders (other than Agent and other than any Lender then in defauxx) xxlding no less than 75% of the Commitments vote in favor of such removal, or, in the case of a removal due to a material breach of or material default in Agent's obligations under this Article VII that shall not have been cured within thirty (30) days’ prior days after written notice to BORROWER and the BANKS. Any AGENT also Agent, may not be removed at any time by as Agent unless Lenders holding no less than 75% of the REQUIRED BANKS upon thirty Commitments, excluding thx Xxxxitment of Agent, vote in favor of such removal, provided, however, that in no event may the Agent be removed unless two (302) days’ prior notice. Such resignation or removal shall take effect upon the appointment more Lenders vote in favor of a successor AGENT, in accordance with this Section 9.6such removal. Upon any such resignation or removal, the Lenders (by majority vote and including KCCI, based upon their respective outstanding Commitments) shall have the right to appoint a successor Agent, subject to the rights of Guarantor set forth in 7.14(b) hereof. If no successor Agent shall have been so appointed by the Lenders within 30 days after the retiring Agent's notice of resignation by any AGENT or upon resignation, then the removal retiring Agent may, on behalf of any AGENT by the REQUIRED BANKS, the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (not to be unreasonably withheld or delayed) of BORROWERLenders, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT who Agent. Any successor Agent shall be a commercial bank having which is reasonably acceptable to Borrower (and Guarantor, as provided in Section 7.14(b) hereof) xxx xxxxh has a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00). If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided above500,000,000. Upon the acceptance of a successor’s any appointment as an AGENT hereunderAgent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENTAgent, and the retiring or removed AGENT Agent shall be discharged from all of its duties and obligations hereunder or under for matters occurring after the other LOAN DOCUMENTSsuccessor Agent takes over. After the retirement any retiring Agent's resignation or removal of any AGENT hereunder and under the other LOAN DOCUMENTSas Agent, the provisions of this Section 9 Article VII shall continue in effect for the its benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them it while the retiring AGENT it was acting as AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTAgent hereunder.

Resignation or Removal of Agent. Any AGENT Agent (a) may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving notice thereof to the Lenders, Guarantor and Borrower, and (b) may not be removed as Agent unless Lenders (other than Agent and other than any Lender then in default) holding no less than 75% of the Commitments vote in favor of such removal, or, in the case of a removal due to a material breach of or material default in Agent's obligations under this Article VII that shall not have been cured within thirty (30) days’ prior days after written notice to BORROWER and the BANKS. Any AGENT also Agent, may not be removed at any time by as Agent unless Lenders holding no less than 75% of the REQUIRED BANKS upon thirty Commitments, excluding the Commitment of Agent, vote in favor of such removal, provided, however, that in no event may the Agent be removed unless two (302) days’ prior notice. Such resignation or removal shall take effect upon the appointment more Lenders vote in favor of a successor AGENT, in accordance with this Section 9.6such removal. Upon any such resignation or removal, the Lenders (by majority vote and including KCCI, based upon their respective outstanding Commitments) shall have the right to appoint a successor Agent, subject to the rights of Guarantor set forth in 7.14(b) hereof. If no successor Agent shall have been so appointed by the Lenders within 30 days after the retiring Agent's notice of resignation by any AGENT or upon resignation, then the removal retiring Agent may, on behalf of any AGENT by the REQUIRED BANKS, the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (not to be unreasonably withheld or delayed) of BORROWERLenders, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT who Agent. Any successor Agent shall be a commercial bank having which is reasonably acceptable to Borrower (and Guarantor, as provided in Section 7.14(b) hereof) and which has a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00). If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided above500,000,000. Upon the acceptance of a successor’s any appointment as an AGENT hereunderAgent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENTAgent, and the retiring or removed AGENT Agent shall be discharged from all of its duties and obligations hereunder or under for matters occurring after the other LOAN DOCUMENTSsuccessor Agent takes over. After the retirement any retiring Agent's resignation or removal of any AGENT hereunder and under the other LOAN DOCUMENTSas Agent, the provisions of this Section 9 Article VII shall continue in effect for the its benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them it while the retiring AGENT it was acting as AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTAgent hereunder.

Resignation or Removal of Agent. Any AGENT The Agent may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving thirty sixty (3060) days’ days prior written notice thereof to BORROWER the Banks and the BANKSBorrower. Any AGENT also The Required Banks may be removed at remove BKB as Agent if BKB assigns fifty percent (50%) or more of its Commitment Percentage and Commitment to an Eligible Assignee. Upon any time by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such such resignation or removal removal, the Majority Banks shall take effect upon have the right to appoint a successor Agent. Provided no Event of Default exists, the appointment of a successor AGENT, in accordance with this Section 9.6. Upon any notice Agent that is not a Bank shall be subject to the prior approval of resignation by any AGENT or upon the removal of any AGENT by the REQUIRED BANKS, the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (Borrower which shall not to be unreasonably withheld or delayed) . Unless a Default or Event of BORROWER, appoint Default shall have occurred and be continuing for a successor to such AGENT hereunder and under each other LOAN DOCUMENT who shall be a commercial bank having a combined capital and surplus period of at least Two Hundred Fifty Million thirty (30) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and No/100ths Dollars ($250,000,000.00time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9). If no successor AGENT has Agent shall have been so appointed by the BANKS Majority Banks and shall have accepted such appointment within thirty (30) days after the date such retiring Agent's giving of notice of resignation was given by such AGENT or resignation, then the REQUIRED BANKS elected to remove such AGENTretiring Agent may, any BANK may petition any court on behalf of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem properBanks, appoint a successor AGENTAgent, as applicable, who which shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint be a successor AGENT, as provided abovefinancial institution having a rating of not less than A-2 or its equivalent by Standard & Poor's Corporation. Upon the acceptance of a successor’s any appointment as an AGENT hereunderAgent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENTAgent, and the retiring or removed AGENT Agent shall be discharged from all of its duties and obligations hereunder or under the other LOAN DOCUMENTShereunder. After the retirement any retiring Agent's resignation or removal of any AGENT hereunder and under the other LOAN DOCUMENTSAgent's removal, the provisions of this Section 9 Agreement and the other Loan Documents shall continue in effect for the its benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them it while the retiring AGENT it was acting as AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTAgent.

Resignation or Removal of Agent. Any AGENT Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving thirty (30) days’ prior notice thereof to BORROWER the Banks and the BANKS. Any AGENT also Borrower, and the Agent may be removed at any time with or without cause by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such resignation or removal shall take effect upon the appointment of a successor AGENT, in accordance with this Section 9.6Majority Banks. Upon any such resignation or removal, the Majority Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation by any AGENT or upon the Majority Banks' removal of any AGENT by the REQUIRED BANKSretiring Agent, then the BANKS shallretiring Agent may, so long as no EVENT OF DEFAULT has occurred and is continuing, with on behalf of the consent (not to be unreasonably withheld or delayed) of BORROWERBanks, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT who Agent, which shall be a commercial bank having which has an office in the United States of America, with a combined capital and surplus of at least Two Hundred Fifty Million $500,000,000, PROVIDED that if such successor Agent shall not have an office in New York, New York at which payments hereunder and No/100ths Dollars ($250,000,000.00). If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, notices delivered hereunder and under each other LOAN DOCUMENT until the Security Documents are to be made, then the parties hereto agree to effect such time, if any, modifications to this Agreement and the Security Documents as the BANKS appoint shall be appropriate to permit such payments to be made and such notices to be delivered to a successor AGENT, as provided abovenon-New York office. Upon the acceptance of a successor’s any appointment as an AGENT hereunderAgent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENTAgent, and the retiring or removed AGENT Agent shall be discharged from all of its duties and obligations hereunder or under the other LOAN DOCUMENTShereunder. After the retirement any retiring Agent's resignation or removal of any AGENT hereunder and under the other LOAN DOCUMENTSas Agent, the provisions of this Section 9 10 shall continue in effect for the its benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of any CREDIT AGREEMENT actions taken or omitted to be taken by any of them it while the retiring AGENT it was acting as AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTAgent.

Resignation or Removal of Agent. Any AGENT may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving thirty (30) days’ prior notice to BORROWER and the BANKS. Any AGENT also may be removed at any time by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such resignation or removal shall take effect upon the appointment of a successor AGENT, in accordance with this Section 9.6. Upon any notice of resignation by any AGENT or upon the removal of any AGENT by the REQUIRED BANKS, the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (not to be unreasonably withheld or delayed) of BORROWER, appoint a successor to such AGENT hereunder and under each other LOAN DOCUMENT who shall be a commercial bank having a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00)) . If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided above. Upon the acceptance of a successor’s appointment as an AGENT hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENT, and the retiring or removed AGENT shall be discharged from all of its duties and obligations hereunder or under the other LOAN DOCUMENTS. After the retirement or removal of any AGENT hereunder and under the other LOAN DOCUMENTS, the provisions of this Section 9 shall continue in effect for the benefit of such retiring or removed AGENT, its sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by any of them while the retiring AGENT was acting as AGENT. If a retiring or removed AGENT is the COLLATERAL AGENTACCOUNTS BANK, such COLLATERAL AGENT ACCOUNTS BANK will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENTACCOUNTS BANK, and the COLLATERAL AGENT ACCOUNTS BANK and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT ACCOUNTS BANK with respect thereto to the successor COLLATERAL AGENTACCOUNTS BANK. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENT.

Resignation or Removal of Agent. Any AGENT The Agent may resign from at any time (a) give notice of its resignation to the Lenders, the L/C Issuer and the Borrower or (b) be removed by written notice of the Requisite Lenders with the prior written consent of the Borrower if the Agent engages in gross negligence or willful misconduct in the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time Loan Documents, as determined by giving thirty (30) days’ prior notice to BORROWER a court of competent jurisdiction by a final and the BANKS. Any AGENT also may be removed at any time by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such non-appealable judgment, and such resignation or removal shall take effect become effective upon the earlier of the appointment of a successor AGENT, in accordance with this Section 9.6. Upon any Agent (and acceptance of such appointment by such successor) as set forth below or 30 days after the delivery of such notice of resignation by any AGENT the Agent or upon such notice of removal by the removal Requisite Lenders, as applicable. The Agent shall also submit a notice of resignation at the request of the Requisite Lenders if the Agent assigns all of its Commitments and Loans pursuant to §18. Upon receipt of any AGENT such notice of resignation or delivery of such notice of removal, the Requisite Lenders shall have the right, in consultation with the Borrower, 2076882.7 to appoint a successor, which shall be an Eligible Institution bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the REQUIRED BANKSRequisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or the Agent receives notice of its removal from the Requisite Lenders, then the BANKS shall, so long as no EVENT OF DEFAULT has occurred retiring or removed Agent may on behalf of the Lenders and is continuing, with the consent (not to be unreasonably withheld or delayed) of BORROWERL/C Issuer, appoint a successor to Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders in writing that no qualifying Person has accepted such AGENT appointment, then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under each the other LOAN DOCUMENT who Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent (except any Agent fees, and a pro-rated portion of any such fees paid in advance to the Agent which relate to any period after resignation shall be a commercial bank having a combined capital promptly refunded to the Borrower) shall instead be made by or to each Lender and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($250,000,000.00). If no successor AGENT has been appointed by the BANKS within thirty (30) days after L/C Issuer directly, until such time as the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, Requisite Lenders appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, Agent as provided abovefor above in this Section. Upon the acceptance of a successor’s appointment as an AGENT Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed AGENTAgent, and the retiring or removed AGENT Agent shall be discharged from all of its duties and obligations hereunder or under the other LOAN DOCUMENTSLoan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retirement retiring Agent’s resignation or removal of any AGENT hereunder and under the other LOAN DOCUMENTSLoan Documents, the provisions of this Section 9 Article and §15 shall continue in effect for the benefit of such retiring or removed AGENTAgent, its sub-agents and their respective affiliates and subsidiaries Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring AGENT or removed Agent was acting as AGENTAgent. If Any resignation or removal by Capital One, as Agent pursuant to this Section shall also constitute its resignation or removal as L/C Issuer. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed AGENT is L/C Issuer, (b) the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the COLLATERAL AGENTother Loan Documents, such COLLATERAL AGENT will promptly transfer any collateral and (c) the successor L/C Issuer shall issue letters of credit in substitution for the LOANS in Letters of Credit, if any, outstanding at the possession or control time of such COLLATERAL AGENT succession or make other arrangements satisfactory to the successor COLLATERAL AGENT, and retiring or removed L/C Issuer to effectively assume the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights obligations of the COLLATERAL AGENT retiring or removed L/C Issuer with respect to such collateral property for the LOANS to the successor COLLATERAL AGENTLetters of Credit.