Common use of Successor Agent Clause in Contracts

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Parent. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Parent, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Administrative Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Administrative Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders (unless such notice is waived by the Required Lenders). If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days' notice to the LendersLenders and Parent. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Parent, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "Agent" as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days at any time by giving written notice thereof to the Lenders and the Company and may be removed at any time with or without cause by the Majority Lenders. The Company may at any time, by notice to the LendersAgent, propose a successor Agent (which shall meet the criteria described below) specified in such notice and request that the Lenders be notified thereof by the Agent with a view to their removal of the Agent and their appointment of such successor Agent; the Agent agrees to forward any such notice to the Lenders promptly upon its receipt by the Agent. If Agent resigns under this AgreementUpon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor Agent for the LendersAgent. If no successor Agent is shall have been so appointed prior to by the effective date Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the resignation of retiring Agent, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders, appoint a successor Agent. If Agent has materially breached or failed to perform any material provision , which shall be a commercial bank organized under the laws of this Agreement the United States of America or of applicable law, the Required Lenders may agree in writing to remove any State thereof and replace Agent with having a successor Agent from among the Lenderscombined capital and surplus of at least $500,000,000. In any such event, upon Upon the acceptance of its any appointment as Agent hereunder by a successor Agent hereunderAgent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent and the term "Agent" shall mean such successor Agent , and the retiring Agent's appointment, powers, and duties as Agent shall be terminateddischarged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 16 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section SECTION 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days' notice to the LendersLenders and Administrative Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Administrative Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "Agent" as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may may, and at the request of the Majority Banks shall, resign as Agent upon 45 days 30 days' notice to the LendersBanks and the Borrowers. If the Agent resigns under this Agreement, the Required Lenders Majority Banks shall appoint from among the Banks a successor Agent agent for the LendersBanks, which successor agent shall be subject to approval by the Borrowers. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersBanks and the Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersBanks. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such 39 successor Agent agent, and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article VIII and Sections 9.4 and 9.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective effective, and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Majority Banks appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Borrowers. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent at any time upon 45 days 30 days’ prior notice to the LendersLender. If Agent resigns under this Agreement, the Required Lenders Lender shall, with (so long as no Event of Default exists) the consent of Borrower (which shall not be unreasonably withheld or delayed), appoint a successor Agent agent for the LendersLender. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, on behalf after consulting with the LendersLender and (so long as no Event of Default exists) Borrower, a successor Agentagent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent agent, and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 9 and Sections 10.4 and 10.5 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders Lender shall perform all of the duties of Agent hereunder until such time, if any, time as the Lenders Lender shall appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days days’ notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the LendersLenders and Borrower. If Agent resigns under this Agreement, the Required Lenders shall shall, in consultation with Borrower, appoint a successor Agent for the Lenders from among the Lenders. If no successor Agent is appointed and shall have accepted such appointment prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable lawlaw or if Agent fails to be Solvent, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the LendersLenders chosen in consultation with Borrower. In any such eventevent (whether an appointment by Agent or by the Required Lenders) described in the two immediately preceding sentences, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Administrative Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Parent, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersLenders and Administrative Borrower. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days' notice to the LendersLenders and Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "Agent" as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may may, and at the request of the Required Lenders shall, resign as the Agent upon 45 30 days notice to the LendersLenders and the Fronting Bank. If the Agent resigns under this Agreement, the Required Lenders and the Fronting Bank shall appoint from among the Lenders a successor Agent agent for the Lenders, which successor agent shall be approved by the Borrower so long as no Event of Default has occurred and is continuing. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent Agent, and the term "“Agent" ” shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 10 and Section 11.5 shall inure to its benefit as to any actions taken or omitted to be taken taken, by it while it was the Agent under this Agreement. If no successor Agent agent has accepted appointment as the Agent by the date which that is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days 30 days' notice to the LendersBanks. If the Agent resigns under this Agreement, the Required Lenders Banks shall, with (so long as no Event of Default exists) the consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Banks a successor Agent agent for the LendersBanks. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersBanks and the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersBanks. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent, and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 13 and Sections 14.6 and 14.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Required Banks appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders. If Agent resigns under this AgreementUpon any such resignation or removal, the Required Lenders Borrower shall have the right to appoint a successor Agent for Agent, subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed. If no successor Agent is shall have been so appointed prior to by the effective date Borrower and approved by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the resignation of retiring Agent, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders, appoint a successor Agent subject to the approval of the Borrower and the Required Lenders, such approval not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as Agent hereunder by a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent and the term "Agent" shall mean such successor Agent , and the retiring Agent's appointment, powers, and duties as Agent shall be terminateddischarged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 16 Article VII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may shall appoint, after consulting with the Lenders, a successor AgentAgent and such appointed successor Agent shall be deemed acceptable to the Lenders. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 17 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. A successor Agent must be an Eligible Transferee. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days at least 30 days' notice to the LendersLenders and the Borrower. If the Agent resigns under this Agreement, the Required Majority Lenders shall appoint from among the Lenders a successor Agent agent for the LendersLenders reasonably satisfactory to the Borrower. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Majority Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may may, and at the request of the Majority Banks shall, resign as Agent upon 45 days 30 days' notice to the LendersBanks and the Borrower. If the Agent resigns under this Agreement, the Required Lenders Majority Banks shall appoint from among the Banks a successor Agent agent for the LendersBanks, which successor agent shall be subject to approval by the Borrower. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersBanks and the Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersBanks. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent, and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article VIII and Sections 9.4 and 9.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective effective, and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Majority Banks appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Borrower. If Agent resigns under this Agreement, Majority Lenders shall, with (so long as no Event of Default exists) the Required consent of Borrower (which shall not be unreasonably withheld or delayed), appoint from among Lenders shall appoint a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent agent, and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 Article XI and Sections 12.1, 12.2 and 12.3 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Majority Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Collateral Agent may resign as the Collateral Agent at any time upon 45 days ten (10) days’ prior notice to the LendersBuyers and the Company. If the Collateral Agent resigns under this Agreementthe Notes, the Required Lenders Holders shall appoint a successor Agent for the Lendersagent. If no successor Agent agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent may appoint, appoint a successor Collateral Agent on behalf of the Buyers after consulting with the Lenders, a successor AgentBuyers. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent hereunderagent xxxxxxxxx, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Collateral Agent and the term "“the Collateral Agent" ” shall mean such successor Agent agent, and the retiring Collateral Agent's ’s appointment, powers, powers and duties as the Collateral Agent shall be terminated. After any retiring the Collateral Agent's ’s resignation hereunder as the Collateral Agent, the provisions of this Section 16 9(t) shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreementthe Collateral Agent. If no successor Agent agent has accepted appointment as the Collateral Agent by the date which is 45 thirty (30) days following a retiring Collateral Agent's ’s notice of resignation, the a retiring Collateral Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders Buyers, shall perform all of the duties of the Collateral Agent hereunder until such time, if any, time as the Lenders Required Holders shall appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section SECTION 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days 30 days’ notice to the Lenders. If the Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent agent, and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12 and Sections 13.6 and 13.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. (a) The Agent may resign as Agent upon 45 days at any time by giving at least sixty (60) days’ prior written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders. If Agent resigns under this AgreementUpon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent for the LendersAgent, subject to Section 9.06(b). If no successor Agent is shall have been so appointed prior to by the effective date Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the resignation of retiring Agent, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders, appoint a successor Agent. If Agent has materially breached , which shall be a commercial bank or failed to perform any material provision federal savings bank organized under the laws of this Agreement the United States of America or of applicable lawany State thereof, the Required Lenders may agree in writing subject to remove and replace Agent with a successor Agent from among the LendersSection 9.06(b). In any such event, upon Upon the acceptance of its any appointment as Agent hereunder by a successor Agent hereunderAgent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the term "Agent" shall mean such successor Agent , and the retiring Agent's appointment, powers, and duties as Agent shall be terminateddischarged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Section 16 Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no . (b) The appointment of any successor Agent has accepted appointment that is not a Lender shall, as Agent by long as no Event of Default shall have occurred and be continuing, be subject to the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all prior written approval of the duties of Agent hereunder until such timeBorrower, if any, as the Lenders appoint a successor Agent as provided for abovewhich approval shall not be unreasonably withheld or delayed.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Parent. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Parent, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's Agent ‘s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may may, and at the request of the Majority Banks shall, resign as Agent upon 45 days 30 days' notice to the LendersBanks and the Borrowers. If the Agent resigns under this Agreement, the Required Lenders Majority Banks shall appoint from among the Banks a successor Agent agent for the LendersBanks, which successor agent shall be subject to approval by the Borrowers. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersBanks and the Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersBanks. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent, and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article VIII and Sections 9.4 and 9.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective effective, and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Majority Banks appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 30 days (10 days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrower (unless such notice is waived by Borrower or an Event of Default exists). In addition, the Required Lenders may agree in writing to remove and replace Agent. If Agent resigns or is terminated, as the case may be, under this Agreement, the Required Lenders shall be entitled to appoint a successor Agent for the LendersLenders from among the Lenders or otherwise. If no successor Agent is appointed prior to the effective date of the resignation or termination, as the case may be, of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with appoint a successor Agent from among the LendersLenders or such other Person as the Required Lenders shall select. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 thirty (30) days notice to the LendersBanks. If the Agent resigns under this Agreement, the Required Lenders Banks shall, with (so long as no Event of Default exists) the consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Banks a successor Agent agent for the LendersBanks. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersBanks and the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersBanks. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent, and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 13 and Sections 14.6 and 14.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Required Banks appoint a successor Agent agent as provided for above.

Successor Agent. If the Facility Agent shall resign as Facility Agent under this Agreement, then the Required Lenders and, so long as no Event of Default has occurred and is continuing, Borrower shall appoint a successor agent, whereupon such successor agent shall succeed to the rights, powers and duties of the Facility Agent, and the term “Facility Agent” shall mean such successor agent, effective upon its acceptance of such appointment, and the former Facility Agent’s rights, powers and duties as Facility Agent shall be terminated, without any other or further act or deed on the part of such former Facility Agent or any of the parties to this Agreement. Any Agent may resign as Agent upon 45 days ten days’ notice to the LendersLenders in its Lender Group and the Facility Agent (with a copy to the Borrower) with such resignation becoming effective upon a successor agent succeeding to the rights, powers and duties of the Agent pursuant to this Section 15.8. If an Agent resigns shall resign as Agent under this Agreement, then Lenders in its Lender Group holding greater than 66-2/3% of the Required Lenders outstanding Advances held by such Lender Group shall appoint a successor Agent agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminatedLender Group. After any retiring Note Agent's ’s resignation hereunder as Note Agent, the provisions of this Section 16 Article XV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Note Agent under this Agreement. If no No resignation of any Note Agent shall become effective until a successor Note Agent shall have assumed the responsibilities and obligations of such Note Agent; provided, however, that in the event a successor Note Agent is not appointed within 60 days after such Note Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's given notice of resignationits resignation as permitted by this Section 15.8, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Note Agent hereunder until such time, if any, as the Lenders appoint may petition a successor Agent as provided court for aboveits removal.

Successor Agent. The Agent may resign as Agent upon 45 days 30 days' --------------- notice to the LendersBanks. If the Agent resigns under this Agreement, the Required Lenders Majority Banks shall appoint from among the Banks a successor Agent agent for the LendersBanks upon the written consent of the Company and the Banks (which consents shall not be unreasonably withheld). If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Lenders, appoint a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersBanks upon the written consent of the Company and the Banks (which consents shall not be unreasonably withheld). In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Majority Banks appoint a successor Agent agent as provided for above.

Successor Agent. If the Administrative Agent may shall resign as Administrative Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, then the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agentagent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, whereupon such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent Administrative Agent, and the term "“Administrative Agent" ” shall mean such successor Agent agent, effective upon its acceptance of such appointment, and the retiring former Administrative Agent's appointment’s rights, powers, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement. Any Agent may resign as Agent upon ten days’ notice to the Lenders in its Lender Group and the Administrative Agent (with a copy to the Borrower) with such resignation becoming effective upon a successor agent succeeding to the rights, powers and duties of the Agent pursuant to this Section 15.8. If an Agent shall resign as Agent under this Agreement, then Lenders in its Lender Group holding greater than 66-2/3% of the outstanding Advances held by such Lender Group shall appoint a successor agent for such Lender Group. After any retiring Note Agent's ’s resignation hereunder as Note Agent, the provisions of this Section 16 Article XV shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Note Agent under this Agreement. If no No resignation of any Note Agent shall become effective until a successor Note Agent shall have assumed the responsibilities and obligations of such Note Agent; provided, however, that in the event a successor Note Agent is not appointed within 60 days after such Note Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's given notice of resignationits resignation as permitted by this Section 15.8, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of such Note Agent hereunder until such time, if any, as the Lenders appoint may petition a successor Agent as provided court for aboveits removal.

Successor Agent. Agent may resign as Agent upon 45 30 days notice to the LendersGuarantors. If Agent resigns under this Agreement, the Required Lenders Guarantors shall appoint a successor Agent for the LendersGuarantors. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersGuarantors, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders Guarantors may agree in writing to remove and replace Agent with a successor Agent from among the LendersGuarantors. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders Guarantors shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders Guarantors appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days 30 days' notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the consent of Borrower (which shall not be unreasonably withheld or delayed), appoint from among Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent, and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 9 and Sections 10.4 and 10.5 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days 30 days' notice to the LendersLenders and the Borrowers. If the Agent resigns under this Agreement, the Required Majority Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall upon such acceptance be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 SECTION 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $500,000,000, without the consent of the Majority Lenders, and the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for aboveeffective.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days' notice to the LendersLenders and Parent. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Parent, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "Agent" as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's 129 resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Collateral Agent may resign as the Collateral Agent at any time upon 45 days ten (10) days’ prior notice to the LendersBuyers and the Company. If the Collateral Agent resigns under this Agreementthe Notes, the Required Lenders Holders shall appoint a successor Agent for the Lendersagent. If no successor Agent agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent may appoint, appoint a successor Collateral Agent on behalf of the Buyers after consulting with the Lenders, a successor AgentBuyers. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Collateral Agent and the term "“the Collateral Agent" ” shall mean such successor Agent agent, and the retiring Collateral Agent's ’s appointment, powers, powers and duties as the Collateral Agent shall be terminated. After any retiring the Collateral Agent's ’s resignation hereunder as the Collateral Agent, the provisions of this Section 16 9(t) shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreementthe Collateral Agent. If no successor Agent agent has accepted appointment as the Collateral Agent by the date which is 45 thirty (30) days following a retiring Collateral Agent's ’s notice of resignation, the a retiring Collateral Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders Buyers, shall perform all of the duties of the Collateral Agent hereunder until such time, if any, time as the Lenders Required Holders shall appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Parent. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Parent, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days days' notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders (unless such notice is waived by the Required Lenders). If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable lawApplicable Law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days' notice to the Lenders. If Agent resigns under this Agreement, Lenders shall, with (so long as no Event of Default exists) the Required consent of Borrowers (which shall not be unreasonably withheld or delayed), appoint from among Lenders shall appoint a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent, and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article XI and Sections 12.1, 12.2 and 12.3 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following a retiring Agent's notice of or resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Majority Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Parent Guarantor. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Parent Guarantor, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days days’ notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the LendersLenders and the Borrower. If Agent resigns under this Agreement, the Required Lenders shall shall, in consultation with the Borrower, appoint a successor Agent for the Lenders. If no successor Agent is appointed and shall have accepted such appointment prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and the Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders, chosen in consultation with the Borrower. In any such eventevent (whether an appointment by Agent or by the Required Lenders) described in the two immediately preceding sentences, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and and, upon such acceptance, the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, the Agent may resign as Agent upon 45 days notice to at any time by notifying the Lenders, the Issuing Lender and the Borrower. If Agent resigns under this AgreementUpon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as may be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent for the Lenderswhich shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, Whether or not a successor Agenthas been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent hereunderhereunder by a successor, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the term "Agent" shall mean such successor Agent , and the retiring Agent's appointment, powers, and duties as Agent shall be terminateddischarged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Agent's ’s resignation hereunder as Agenthereunder, the provisions of this Article and Section 16 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Agent under this Agreement. If no successor Agent has accepted appointment acting as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders (unless such notice is waived by the Required Lenders). If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation or removal of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. At any time, Agent may be removed upon prior notice from the Required Lenders to Agent and the other Lenders. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable lawbeen removed by the Required Lenders, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. (a) The Agent may resign as Agent upon 45 days at any time by giving at least sixty (60) days’ prior written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders. If Agent resigns under this AgreementUpon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent for the LendersAgent, subject to Section 10.06(b). If no successor Agent is shall have been so appointed prior to by the effective date Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the resignation of retiring Agent, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders, appoint a successor Agent. If Agent has materially breached , which shall be a commercial bank or failed to perform any material provision federal savings bank organized under the laws of this Agreement the United States of America or of applicable lawany State thereof, the Required Lenders may agree in writing subject to remove and replace Agent with a successor Agent from among the LendersSection 10.06(b). In any such event, upon Upon the acceptance of its any appointment as Agent hereunder by a successor Agent hereunderAgent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the term "Agent" shall mean such successor Agent , and the retiring Agent's appointment, powers, and duties as Agent shall be terminateddischarged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Section 16 Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no . (b) The appointment of any successor Agent has accepted appointment that is not a Lender shall, as Agent by long as no Event of Default shall have occurred and be continuing, be subject to the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all prior written approval of the duties of Agent hereunder until such timeBorrower, if any, as the Lenders appoint a successor Agent as provided for abovewhich approval shall not be unreasonably withheld.

Successor Agent. Agent may resign as Agent Agent, upon 45 days 30 days’ notice to Lenders; provided if, following payment in full of all Liabilities owing to Lenders holding Loans the LendersAgent elects to resign or resigns at the election of the holders of Loans such 30 day notice period shall not apply. If Agent resigns under this Loan Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the consent of Borrower (which shall not be unreasonably withheld or delayed), appoint from among Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLender and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent agent, and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agenthereunder, the provisions of this Section 16 12 and Sections 13.12 and 13.28 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Loan Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 17 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders (or such shorter period agreed to by the Agent and the Required Lenders). If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the effective date which is 45 days following of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Collateral Agent may resign as the Collateral Agent at any time upon 45 days ten (10) days’ prior notice to the LendersBuyers and the Company. If the Collateral Agent resigns under this AgreementNote, the Required Lenders Holders shall appoint a successor Agent for the Lendersagent. If no successor Agent agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent may appoint, appoint a successor Collateral Agent on behalf of the Buyers after consulting with the Lenders, a successor AgentBuyers. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Collateral Agent and the term "“the Collateral Agent" ” shall mean such successor Agent agent, and the retiring Collateral Agent's ’s appointment, powers, powers and duties as the Collateral Agent shall be terminated. After any retiring the Collateral Agent's ’s resignation hereunder as the Collateral Agent, the provisions of this Section 16 9(t) shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreementthe Collateral Agent. If no successor Agent agent has accepted appointment as the Collateral Agent by the date which is 45 thirty (30) days following a retiring Collateral Agent's ’s notice of resignation, the a retiring Collateral Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders Buyers, shall perform all of the duties of the Collateral Agent hereunder until such time, if any, time as the Lenders Required Holders shall appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Administrative Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Parent, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days thirty (30) days' prior notice to the LendersLenders and to Borrower. If the Agent resigns shall resign as Agent under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders, subject to the consent of the Borrower (not to be unreasonably withheld). If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Lenders, thereupon appoint a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersLenders reasonably acceptable to Borrower. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article VIII and Sections 9.4 and 9.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following a retiring Agent's notice of resignationresignation (or, if later, ten (10) days after the date upon which the Agent designates a successor agent), the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to --------------- the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 shall ---------- inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Collateral Agent may resign as the Collateral Agent at any time upon 45 days ten (10) days’ prior notice to the LendersHolders and the Company. If the Collateral Agent resigns under this Agreementthe Exchange Notes, the Required Lenders Holders shall appoint a successor Agent for the Lendersagent. If no successor Agent agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent may appoint, appoint a successor Collateral Agent on behalf of the Holders after consulting with the Lenders, a successor AgentHolders. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent hereunderagent xxxxxxxxx, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Collateral Agent and the term "“the Collateral Agent" ” shall mean such successor Agent agent, and the retiring Collateral Agent's ’s appointment, powers, powers and duties as the Collateral Agent shall be terminated. After any retiring the Collateral Agent's ’s resignation hereunder as the Collateral Agent, the provisions of this Section 16 9(t) shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreementthe Collateral Agent. If no successor Agent agent has accepted appointment as the Collateral Agent by the date which is 45 thirty (30) days following a retiring Collateral Agent's ’s notice of resignation, the a retiring Collateral Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders Holders, shall perform all of the duties of the Collateral Agent hereunder until such time, if any, time as the Lenders Required Holders shall appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. If Agent resigns under this AgreementUpon any such resignation or removal, the Required Lenders shall appoint a successor Agent for have the Lenders. If no successor Agent is appointed prior right to the effective date appoint, on behalf of the resignation of Agent, Agent may appoint, after consulting with Borrower and the Lenders, a successor Agent. If no successor Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, shall have been so appointed by the Required Lenders within thirty days after the resigning Agent's giving notice of its intention to resign, then the resigning Agent may agree in writing to remove appoint, on behalf of the Borrower and replace the Lenders, a successor Agent. Notwithstanding the previous sentence, the Agent with may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If the Agent has resigned or been removed and no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignationbeen appointed, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall may perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.Agent

Successor Agent. The Agent may may, and at the request of the Majority --------------- Banks shall, resign as Agent upon 45 days 30 days' notice to the LendersBanks. If the Agent resigns under this Agreement, the Required Lenders Majority Banks shall appoint from among the Banks a successor Agent agent for the LendersBanks, which successor agent shall be subject to approval by the Company. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersBanks and the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersBanks. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article X and Sections 11.04 and 11.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Majority Banks appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In So long as no Event of Default has occurred and is continuing, any such eventsuccessor Agent must be satisfactory to Borrower; provided, upon however, that the Borrower’s right to approve a successor Agent pursuant to this sentence shall not in any manner affect the right of Agent to resign pursuant to the first sentence of this Section 15.9. Upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the LendersLenders and the Administrative Borrower. If Agent resigns under this Agreement, the Required Lenders shall shall, in consultation with the Administrative Borrower, appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and the Administrative Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders Lenders, in consultation with the Administrative Borrower, may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, (i) such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and Agent, (ii) the term "“Agent" ” shall mean such successor Agent and (iii) the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders (unless such notice is waived by the Required Lenders). If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may may, and at the request of the Required Lenders shall, resign as the Agent upon 45 30 days notice to the Lenders. If the Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the LendersLenders which successor agent shall be approved by the Borrower. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 10 and Section 11.5 shall inure to its benefit as to any actions taken or omitted to be taken taken, by it while it was the Agent under this Credit Agreement. If no successor Agent agent has accepted appointment as the Agent by the date which is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent with the Borrower’s approval, as provided for above; provided that the Borrower’s approval shall not be required after and during the continuance of an Event of Default.

Successor Agent. The Agent may resign as Agent upon 45 days 30 days' notice to the Lenders. If the Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent, and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 12 and Sections 13.6 and 13.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders (unless such notice is waived by the Required Lenders). If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 SECTION 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 30 days (10 days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice period is waived by the Required Lenders) and Administrative Borrower (unless such notice is waived by Administrative Borrower). If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Administrative Borrower (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with Administrative Borrower and with the consent of the Required Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may may, and at the request of the Majority Banks shall, resign as Agent upon 45 days 30 days’ notice to the LendersBanks and the Company. If the Agent resigns under this Agreement, the Required Lenders Majority Banks shall appoint from among the Banks a successor Agent agent for the LendersBanks which successor agent shall be subject to the approval of the Company. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersBanks and with the approval of the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersBanks. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 Article IX and Sections 10.4 and 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Majority Banks appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may may, as hereinafter provided, resign as Agent upon 45 days at any time by giving 30 days’ notice (the “Resignation Notice”) thereof to the LendersLenders and the Borrower. If Agent resigns under this Agreement, The remaining Lenders will forthwith upon receipt of the Required Lenders shall Resignation Notice unanimously appoint a successor Agent for administrative agent (the Lenders. If no successor Agent is appointed prior “Successor Agent”) to assume the effective date duties hereunder of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor resigning Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its any appointment as successor Agent hereunderadministrative agent hereunder by a Successor Agent, such successor Successor Agent shall will thereupon succeed to and become vested with all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, privileges and duties as administrative agent under the Documents of the resigning Agent. Upon such acceptance, the resigning Agent shall will be terminateddischarged from its further duties and obligations as agent under the Documents, but any such resignation will not affect such resigning Agent’s obligations hereunder as a Lender, including for its Rateable Portion of the Revolving Loan Commitment Amount. After any retiring Agent's the resignation hereunder of the Agent as Agentadministrative agent hereunder, the provisions of this Section 16 shall inure Article 14 will continue to enure to its benefit as to any actions taken or omitted to be taken by it while it was the administrative agent of the Lenders hereunder. Notwithstanding the foregoing, if the remaining Lenders fail to appoint a Successor Agent under this Agreement. If no successor Agent has accepted appointment as Agent by within 30 days of receipt of the date which is 45 days following a retiring Agent's notice of resignationResignation Notice, the retiring Agent's resignation shall nevertheless thereupon become effective resigning Agent may and with the Lenders shall perform all approval of the duties Borrower prior to an Event of Agent hereunder until Default, such timeapproval not to be unreasonably withheld, if any, as the Lenders appoint a successor Successor Agent as provided for abovefrom among the Lenders.

Successor Agent. Agent may resign as Agent upon 45 days days’ notice to the Lenders (unless such notice is waived by Required Lenders). If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for Lenders. If, at the Lenderstime that Agent’s resignation is effective, it is acting as Swingline Lender, such resignation shall also operate to effectuate its resignation as Swingline Lender and it shall automatically be relieved of any further obligation to make Swingline Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Collateral Agent may resign as the Collateral Agent at any time upon 45 days ten (10) days’ prior notice to the LendersHolder and each Other Holder and the Company. If the Collateral Agent resigns under this AgreementNote, the Required Lenders Holders shall appoint a successor Agent for the Lendersagent. If no successor Agent agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent may appoint, appoint a successor Collateral Agent on behalf of the Holder and each Other Holder after consulting with the Lenders, a successor AgentHolder and each Other Holder. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent hereunderagent xxxxxxxxx, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Collateral Agent and the term "“the Collateral Agent" ” shall mean such successor Agent agent, and the retiring Collateral Agent's ’s appointment, powers, powers and duties as the Collateral Agent shall be terminated. After any retiring the Collateral Agent's ’s resignation hereunder as the Collateral Agent, the provisions of this Section 16 21 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreementthe Collateral Agent. If no successor Agent agent has accepted appointment as the Collateral Agent by the date which is 45 thirty (30) days following a retiring Collateral Agent's ’s notice of resignation, the a retiring Collateral Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders Holder, together with each Other Holder, shall perform all of the duties of the Collateral Agent hereunder until such time, if any, time as the Lenders Required Holders shall appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may may, and at the request of the Required Lenders shall, resign as the Agent upon 45 30 days notice to the Lenders. If the Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders, which successor agent shall be approved by the Borrower so long as no Event of Default has occurred and is continuing. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent Agent, and the term "“Agent" ” shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 10 and Section 11.5 shall inure to its benefit as to any actions taken or omitted to be taken taken, by it while it was the Agent under this Agreement. If no successor Agent agent has accepted appointment as the Agent by the date which that is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days 30 days’ notice to the Lenders. If the Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the applicable provisions of this Section 16 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to Lenders and the LendersCompany. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with Lenders and the LendersCompany, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” as used herein and in the other Loan Documents shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days 30 days' notice to the LendersBanks and the Company. If the Agent resigns under this Agreement, the Required Lenders Banks shall, with (so long as no Event of Default exists) the consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Banks a successor Agent for the LendersBanks. If no successor Agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersBanks and the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among among: the LendersBanks. In any such event, upon Upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent Agent, and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 13 and Sections 14.6 and 14.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Required Banks appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Administrative Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Administrative Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersLenders and Administrative Borrower. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days' notice to the LendersLenders and Borrower Agent. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "Agent" as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 SECTION 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may may, and at the request of the Required Lenders shall, resign as the Agent upon 45 30 days notice to the Lenders. If the Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the LendersLenders which successor agent shall be approved by the Borrower. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 10 and Section 11.5 shall inure to its benefit as to any actions taken or omitted to be taken taken, by it while it was the Agent under this Credit Agreement. If no successor Agent agent has accepted appointment as the Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent with the Borrower's approval, as provided for above; provided that the Borrower's approval shall not be required after and during the continuance of an Event of Default.

Successor Agent. The Agent may resign as Agent upon 45 days at least 30 days' prior notice to the LendersLenders and the Parent, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. If In the event SVBF and SVBFII sells all of its Pro Rata Share of the Term Loan as part of a sale, transfer or other disposition by SVBF and SVBFII of substantially all of its loan portfolio, SVIM shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent resigns under this Agreement, the Required Majority Lenders shall appoint from among the Lenders in consultation with the Borrowers (which shall not be binding) a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Parent, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days at any time by delivering notice of such resignation to the Lenders. Lenders and the Loan Parties, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of this Section 7 of this Exhibit B. If Agent resigns under this Agreementdelivers any such notice, the Required Lenders shall have the right to appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If If, after 30 days after the date of the retiring Agent’s notice of resignation, no successor Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, been appointed by the Required Lenders may agree in writing to remove and replace has accepted such appointment, then the retiring Agent with may, on behalf of the Lenders, appoint a successor Agent from among the Lenders. In any such eventEffective immediately upon its resignation, upon (a) the acceptance retiring Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of its appointment as successor the duties of Agent hereunder, such until a successor Agent shall succeed to all the rightshave accepted a valid appointment hereunder, powers, and duties of (c) the retiring Agent and its Related Persons shall no longer have the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After benefit of any retiring Agent's resignation hereunder as Agent, the provisions provision of this Section 16 shall inure to its benefit as any Loan Document other than with respect to any actions taken or omitted to be taken by it while it was such retiring Agent was, or because such Agent had been, validly acting as Agent under the Loan Documents, and (d) subject to its rights under Section 2(b) of this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignationExhibit B, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for aboveshall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Agent under the Loan Documents.

Successor Agent. Agent may may, and at the request of the Majority Lenders shall, resign as Agent upon 45 days 30 days’ notice to the Lenders. If Agent resigns under this Agreement, the Required Majority Lenders shall appoint from among Lenders a successor Agent for Lenders which successor Agent shall be approved by the LendersBorrower and the Lessee. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable lawthe Borrower and the Lessee, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 7 and the provisions of the Operative Agreements regarding the repayment of Transaction Expenses shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Majority Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Credit Agent may resign as Agent such at any time upon 45 giving 30 days notice Notice to the Borrowers and Lenders. If Credit Agent resigns under this Agreementmay be removed immediately with cause or at any time upon 10 days Notice from the Majority Lenders to Credit Agent and Borrowers. Upon Notice of such resignation or removal, the Required Majority Lenders shall may appoint a successor Credit Agent for (which successor Credit Agent, assuming that no Default or Event of Default exists, shall be reasonably acceptable to Borrowers). The date on which Borrowers, Credit Agent and Lenders have received Notice from such successor of its acceptance of appointment as Credit Agent shall constitute the Lenderseffective date of resignation or removal of the resigning or removed Credit Agent. If no successor Credit Agent is shall have been so appointed by the Majority Lenders, and shall have accepted such appointment within the allotted time period, then, upon 5 days Notice to Borrowers, the resigned or removed Credit Agent may, on behalf of Lenders, appoint a successor. Upon the effective date of resignation or removal of the resigning or removed Credit Agent, such successor will thereupon succeed to and become vested with all the rights, powers, privileges, and duties of the resigning or removed Credit Agent, but the resigning or removed Credit Agent shall not be discharged from any liability as a result of its or its directors', officers', agents', or employees' gross negligence or willful misconduct in the performance of its duties and obligations under this Agreement prior to the effective date of its resignation or removal. Upon the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance effective date of its appointment as successor Agent hereunderresignation or removal, such successor Credit Agent shall succeed assign all of its right, title and security interest in and to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 shall inure Collateral to its benefit as to any actions taken successor, without recourse, warranty or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignationrepresentation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for aboveexpress or implied.

Successor Agent. The Agent may resign as Agent upon 45 days at least 30 days’ prior notice to the LendersLenders and the Borrowers (or to ATI on behalf of the Borrowers), such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. If In the event the Bank sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the LendersLenders reasonably acceptable to the Borrowers. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 Article 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days thirty (30) days' notice to the Lenders. If the Agent resigns shall resign as Agent under this Agreement, the Required Requisite Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Agent agent as provided for above. Any successor Agent appointed under this Section 10.09 shall be reasonably acceptable to Borrower.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the LendersLenders with the consent of Borrower, so long as no Event of Default shall have occurred and be continuing, which consent shall not be unreasonably withheld. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may shall appoint, after consulting with the LendersLenders and Borrower, a successor AgentAgent from among the Lenders. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the LendersLenders with the consent of Borrower so long as no Event of Default shall have occurred and be continuing, which consent shall not be unreasonably withheld. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may may, as hereinafter provided, resign as Agent upon 45 days at any time by giving 30 days’ notice (the “Resignation Notice”) thereof to the LendersLenders and the Borrower. If Agent resigns under this Agreement, The remaining Lenders will forthwith upon receipt of the Required Lenders shall Resignation Notice unanimously appoint a successor Agent for administrative agent (the Lenders. If no successor Agent is appointed prior “Successor Agent”) to assume the effective date duties hereunder of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor resigning Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its any appointment as successor Agent hereunderadministrative agent hereunder by a Successor Agent, such successor Successor Agent shall will thereupon succeed to and become vested with all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, privileges and duties as administrative agent under the Documents of the resigning Agent. Upon such acceptance, the resigning Agent shall will be terminateddischarged from its further duties and obligations as agent under the Documents, but any such resignation will not affect such resigning Agent’s obligations hereunder as a Lender, including for its Rateable Portion of the Commitment Amount. After any retiring Agent's the resignation hereunder of the Agent as Agentadministrative agent hereunder, the provisions of this Section 16 shall inure Article 19 will continue to enure to its benefit as to any actions taken or omitted to be taken by it while it was the administrative agent of the Lenders hereunder. Notwithstanding the foregoing, if the remaining Lenders fail to appoint a Successor Agent under this Agreement. If no successor Agent has accepted appointment as Agent by within 30 days of receipt of the date which is 45 days following a retiring Agent's notice of resignationResignation Notice, the retiring Agent's resignation shall nevertheless thereupon become effective resigning Agent may and with the Lenders shall perform all approval of the duties Borrower prior to an Event of Agent hereunder until Default, such timeapproval not to be unreasonably withheld, if any, as the Lenders appoint a successor Successor Agent as provided for abovefrom among the Lenders.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days thirty (30) days’ notice to the Lenders. If the Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent for the LendersLenders which successor Agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor Agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 10 and Sections 11.4 and 11.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Credit Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 thirty (30) days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days 30 days’ notice to the Lenders. If the Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent hereunderagent xxxxxxxxx, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent agent, and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12 and Sections 13.6 and 13.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Required Xxxxxxx appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the LendersLenders and Administrative Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. Unless an Event of Default has occurred and is continuing, no successor Agent may be appointed by the Required Lenders or the Agent without the prior consent of the Administrative Borrower (which consent may not be unreasonably withheld, delayed or conditioned). In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 15.1 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to --------------- the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders; provided, however that so -------- ------- long as no Event of Default has occurred and is continuing, any appointment of a successor Agent by Agent or the Lenders shall be subject to the written consent of Parent, such consent not to be unreasonably withheld or delayed. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to ---------- be -100- taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days' notice to the LendersLenders and Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders; provided, that, Borrower has provided its prior written -------- consent so long as no Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld or delayed). In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "Agent" as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.105

Successor Agent. Agent may resign as Agent upon 45 days' notice to the Lenders (and at least 15 days notice to the LendersAdministrative Borrower). If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section Article 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 at least thirty (30) days prior notice to the LendersLenders and the Loan Parties, such resignation to be effective upon the acceptance of a successor agent to its appointment as the Agent. If In the event the Bank sells all of its Commitments and Loans as part of a sale, transfer, or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as the Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent resigns (the "resigning Agent") under this Agreement, the Required Majority Lenders shall appoint from among the Lenders a successor Agent agent for the LendersLenders (the "successor Agent"). If no successor Agent is appointed prior to the effective date of the resignation of the resigning Agent, the resigning Agent may appoint, after consulting with the LendersLenders and the Loan Parties, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as the successor Agent hereunderAgent, such the successor Agent shall succeed to all the rights, powers, and duties of the retiring resigning Agent and the term "Agent" shall mean such the successor Agent and the retiring resigning Agent's appointment, powers, and duties as the Agent shall be terminated. After any retiring resigning Agent's resignation hereunder as the Agent, the provisions of this Section 16 Article 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days' notice to the Lenders. If Agent resigns under this Agreement, Lenders shall, with (so long as no Event of Default exists) the Required consentof Borrowers (which shall not be unreasonably withheld or delayed), appoint from among Lenders shall appoint a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent, and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article XI and Sections 12.1, 12.2 and 12.3 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following a retiring Agent's notice of or resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Majority Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as the Agent at any time LEGAL02/39661241v2LEGAL02/39709302v6 upon 45 days 30 days’ prior notice to the Lenders (unless such notice is waived by Required Lenders). If the Agent resigns under this Agreement, the Required Lenders shall shall, appoint from among the Lenders a successor Agent “Agent” for the Lenders. If no successor Agent “Agent” is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Lenders, a successor “Agent”. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent “Agent” hereunder, such successor Agent “Agent” shall succeed to all the rights, powers, powers and duties of the retiring the Agent and the term "“Agent" ” shall mean such successor Agent “Agent”, and the retiring Agent's ’s appointment, powers, powers and duties as the Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as the Agent, the provisions of this Article X and Section 16 9.02 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement. If no successor Agent “Agent” has accepted appointment as the Agent by the date which is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent “Agent” as provided for above.