Common use of Successor Agent Clause in Contracts

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Lenders. Upon any such resignation or removal, the Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Lenders' removal of the retiring Agent, then 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 long-term senior unsecured debt rating by S&P of "A" or better. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower Company and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower Company and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VII 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.

Successor Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor AgentAgent to the Administrative Agent that has resigned. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Lenders' removal of the retiring Agentresignation, then the such retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or an Affiliate of a Lender that is commercial bank organized under the laws of the United States or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof having a combined capital and having surplus of at least $500,000,000 and a long-term senior unsecured debt credit rating by S&P of "A" or better. at least “A3” from Xxxxx’x and “A-” from S&P. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII 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.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower Borrowers and may be removed at any time with or without cause by the all of the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, Agent which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and or any Bank and, in each case having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders Lenders, the LC Issuers and the Borrower and may be removed at any time with or without cause by the all of the LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right right, upon the approval of Borrower (which approval shall not be unreasonably withheld or delayed) to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of Agent gives notice of resignation or the Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $50,000,000. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgent.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower Company and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower Borrowers and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time as Agent under this Agreement by giving written notice thereof to the Lenders Banks and the Borrower and may be removed at any time with or without cause by the all of the LendersMajority Banks. Upon any such resignation or removal, the Lenders Majority Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Lenders, and Majority Banks or shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the LendersMajority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000.00. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII 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.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, Agent which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and or any Bank and, in each case having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Subject to the appointment and acceptance of a successor agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower and may be removed at any time with or without cause by the all of the LendersBorrower. Upon any such resignation or removalresignation, the Lenders Required Banks shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Lenders, Required Banks and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $100,000,000, which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, ; and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII 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.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor AgentAgent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Lenders' removal of the retiring Agentresignation, then 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 of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by --------------- giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving thirty (30) days' written notice thereof to the Lenders Lenders, and the Borrower and Agent may be removed at any time with or without cause by the all of the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Lenders, Majority Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States or of any state thereof and having a long-term senior unsecured debt rating by S&P combined capital, surplus and retained earnings of "A" or betternot less than U.S. $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII IX shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Agent under this Agreementacting as Agent.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower Borrowers and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower and may be removed at any time with or without cause by the all of the LendersMajority Banks. Upon any such resignation or removal, the Lenders Majority Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the LendersMajority Banks, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the LendersMajority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII 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.

Successor Agent. The Agent may resign at any time by giving may, upon five days’ written notice thereof to the Lenders Borrower (with a copy to the Trustee) and each Lender, and the Borrower and may be removed at any time with or without cause by Agent will, upon the all direction of the Required Lenders, resign as Agent. Upon any If the Agent shall resign, then the Required Lenders, during such resignation or removalfive day period, the Lenders shall have the right to appoint a successor Agentagent. If for any reason no successor Agent shall have been so is appointed by the Lenders, and shall have accepted Required Lenders during such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Lenders' removal of the retiring Agentfive day period, then effective upon the retiring expiration of such five day period, the Agent may, on behalf of the LendersSecured Parties, appoint a successor Agent, which successor Agent shall be either (i) a commercial bank organized under the laws of the United States or of any state territory thereof and having have a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" at least $50,000,000 or better(ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After ; provided that, after any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of Article X and this Article VII XI shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement. Notwithstanding the resignation or removal of BMO as the Agent, BMO, as the Hedge Counterparty, shall continue to be a Secured Party hereunder.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower and may be removed as Agent under this Agreement and the other Loan Documents at any time with or without cause by the all of the LendersRequired Banks. Upon any such resignation or removal, the Lenders Required Banks with the concurrence of Borrower shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the LendersRequired Banks, and shall have accepted such appointment, within 30 calendar days after the retiring Agent's giving of notice of resignation or the LendersRequired Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks and with the concurrence of Borrower, 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 long-term senior unsecured debt rating by S&P of "A" or better. Upon the acceptance of any appointment as Agent hereunder and under the other Loan Documents by a successor Agent, 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 retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent's resignation or removal as Agent hereunder as Agentand under the other Loan Documents, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgreement and the other Loan Documents.

Successor Agent. The Either Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower Borrowers and may be removed (but only as to all of the Facilities) at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States or of any state thereof other financial institution and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least U.S. $1,000,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Agent's resignation or removal hereunder as an Agent, the provisions of this Article VII and Section 8.04 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the such retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized organized, or authorized to conduct a banking business, under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign may, at any time by giving time, resign upon 20 days' written notice thereof to the Lenders and the Borrower and may the Banks, and be removed at any time with or without cause by the all of Required Banks upon 30 days' written notice to the LendersBorrower and the Agent. Upon any such resignation or removal, the Lenders Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the LendersRequired Banks, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Lenders' removal notice of the retiring Agentremoval, as appropriate, then the retiring Agent may, on behalf of the Lenders, appoint shall select a successor Agent, which shall be Agent provided such successor is a Bank hereunder or a commercial bank organized under the laws of the United States of America or of any state State thereof and having has a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agentsuccessor, 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 retiring Agent shall be discharged from its duties and obligations as Agent under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, Credit Agreement and the other Credit Documents and the provisions of this Article VII Section 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.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by with the all written approval of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have has been so appointed by the Required Lenders, and shall have has accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $1,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Credit Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower Company and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII 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.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws Laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least U.S.$50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII 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.

Successor Agent. The Agent may resign at any time by --------------- giving written notice thereof to the Lenders and the Borrower Borrowers and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Parent Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the LendersBorrowers. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor AgentAgent to the Administrative Agent that has resigned. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Lenders' removal of the retiring Agentresignation, then the such retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or an Affiliate of a Lender that is commercial bank organized under the laws of the United States or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower to Borrowers, and Agent may be removed at any time time, with or without cause cause, by the all of the Required Lenders. Upon any such resignation or removal, the Lenders (other than the retiring Agent) shall have the right to appoint among the Lenders a successor Agent. If However, if no successor Agent shall have been so appointed by the Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Lenders' removal of the such retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender or any other commercial bank organized under the laws of the United States of America or of any state thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $100,000,000.00. Upon the acceptance of any such appointment as Agent hereunder by a successor Agenthereunder, any 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 retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After Notwithstanding any retiring Agent's resignation or removal hereunder as Agenthereunder, the provisions of this Article VII X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreementacting as Agent.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges discretion and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as 56 52 Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreementthe Loan Documents.

Successor Agent. The Agent may resign at any time by giving --------------- written notice thereof to the Lenders and the Borrower Borrowers and may be removed at any time with or without cause by the all of the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenderslenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII 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.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Parent Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the LendersRequired Xxxxxxx, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Lenders' Required Xxxxxxx’ removal of the retiring Agent, then 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 of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The With the written consent of PSS to any --------------- successor Agent (which consent shall not be unreasonably withheld or delayed), the Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Lenders. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent must be approved by PSS (which approval shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 days thirty (30) Business Days after the retiring Agent's giving of Agent gives notice of resignation or the Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agentagent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least Fifty Million Dollars ($50,000,000). Upon the acceptance in writing for the benefit of any the Lenders of its appointment as Agent hereunder by a successor Agent, 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 retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgent.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $1,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower and the Agent may be removed at any time with or without cause by the all of the LendersRequired Banks. Upon any such resignation or removal, the Lenders shall Required Banks will have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Lenders, Required Banks and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the LendersRequired Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $100,000,000. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretionprivileges, privileges immunities, and duties of the retiring resigning or removed Agent, and the retiring resigning or removed Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII XIII shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Agent under this Agreementthe Agent.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least US$500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least U.S.$50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.. MISCELLANEOUS

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders Lenders, the Guarantor and the Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America, the European Union or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least €50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor AgentAgent to the Administrative Agent that has resigned. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Lenders' removal of the retiring Agentresignation, then the such retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or an Affiliate of a Lender that is a commercial bank organized under the laws of the United States or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor AgentAgent to the Administrative Agent that has resigned. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Lenders' removal of the retiring Agentresignation, then the such retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender or an Affiliate of a Lender that is commercial bank organized under the laws of the United States or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article VII VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower and the Agent may be removed at any time with or without cause by the all of the LendersRequired Banks. Upon any such resignation or removalremoval of the Agent, the Lenders shall Required Banks will have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Lenders, Required Banks and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of notice of resignation or the LendersRequired Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $100,000,000. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretionprivileges, privileges immunities, and duties of the retiring resigning or removed Agent, and the retiring resigning or removed Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII XIII shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Agent under this Agreementthe Agent.

Successor Agent. The Agent may resign at any time upon five days’ notice by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VII 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.

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, the Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the LendersBorrowers’ Agent. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrowers. If no successor Agent shall have been so appointed by the Lenders, Required Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank Lender organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or bettera least $100,000,000, which shall be reasonably satisfactory to the Borrowers. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.this

Successor Agent. The Each Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Requisite Lenders. Upon any such resignation or removal, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Requisite Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, Agent which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and or any Bank and, in each case having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $50,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreementthe Loan Documents.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least US$500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The With the written consent of PSS to any --------------- successor Agent (which consent shall not be unreasonably withheld or delayed), the Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Lenders. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent must be approved by PSS (which approval shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Lenders, Required Lenders and shall have accepted such appointment, appointment within 30 days thirty (30) Business Days after the retiring Agent's giving of Agent gives notice of resignation or the Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agentagent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least Fifty Million Dollars ($50,000,000). Upon the acceptance in writing for the benefit of any the Lenders of its appointment as Agent hereunder by a successor Agentagent, 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 retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgent.

Successor Agent. The Agent may resign at any time by ------------------------------ giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower and may be removed at any time with or without cause by the all of the LendersMajority Banks. Upon any such resignation or removal, the Lenders Majority Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the LendersMajority Banks, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the LendersMajority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower and the Agent may be removed at any time with or without cause by the all of the LendersRequired Banks. Upon any such resignation or removal, the Lenders shall Required Banks will have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Lenders, Required Banks and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of notice of resignation or the LendersRequired Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $100,000,000. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretionprivileges, privileges immunities, and duties of the retiring resigning or removed Agent, and the retiring resigning or removed Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII XII shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Agent under this Agreementthe Agent.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders Lender Parties and the Borrower Borrower, and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $250,000,000.00. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank Lender organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Each Agent may resign at any time by giving written notice thereof to the 64 Lenders and the Borrower and may be removed at any time with or without cause by the all of the Requisite Lenders. Upon any such resignation or removal, the Requisite Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Requisite Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, Agent which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and or any Bank and, in each case having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $50,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreementthe Loan Documents.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such 39 appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written at least 60 days prior notice thereof to the Lenders and Borrowers and the Borrower and Majority Lenders may be removed remove Agent at any time time, with or without cause by the all of the Lenderscause. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If In the case of a retiring Agent, if no successor Agent shall have been so appointed by the Lenders, Majority Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of notice of resignation or the Lenders' removal of the retiring Agentresignation, then 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 long-term senior unsecured debt rating by S&P of "A" or better. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring or removed Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII 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. Any Agent may be removed by a majority of the remaining Lenders in the event Agent is convicted of a crime, engages in any act of moral turpitude that has an adverse effect upon Borrowers or their business reputation, or fails to perform its duties as required by this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Majority Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, Agent which shall be a commercial bank organized under the laws of the United States or of any state State thereof and or any Bank and, in each case having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower Company and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VII 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.

Successor Agent. The Agent may resign at any time by giving written --------------- notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII 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.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower Borrowers and may be removed at any time with or without cause by the all of the Lenders. Upon any such resignation or removal, the Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Lenders' removal of the retiring Agent, then 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 long-term senior unsecured debt rating by S&P of "A" or better. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII 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.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the all of the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.. 52

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrower and may be removed at any time with or without cause by the all of the LendersRequired Banks. Upon any such resignation or removal, the Lenders Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the LendersRequired Banks, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the LendersRequired Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any state State thereof and having a long-term senior unsecured debt rating by S&P combined capital and surplus of "A" or betterat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.