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 Borrowers and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will 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 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 Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $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 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 Borrowers Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, approval of the Borrower so long as no Event of Default has occurred and is continuingexists, of the Guarantor, which consent will such approval not to 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 ’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, with the approval of the Borrower, such approval not to be unreasonably withheld, appoint a successor Agent, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $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 VIII 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 may, as hereinafter provided, resign at any time by giving 45 days’ prior written notice thereof to the Lenders and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall shall, after soliciting the views of the Borrower, have the right to appoint another Lender as a successor Agent from among agent (the Lenders with “Successor Agent”) who shall be acceptable to the consentBorrower, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedacting reasonably. If no successor Successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent mayshall, on behalf of the Lenders, appoint a successor Agent, which Successor Agent who shall be a Lender that is a commercial bank organized under acceptable to the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000Borrower, acting reasonably. Upon the acceptance of any appointment as Agent hereunder by a successor Successor Agent, such successor 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 thereupon be discharged from its further duties and obligations as Agent under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VIII shall inure continue to enure to its benefit as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was Agent under this Agreementhereunder.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers Borrower and may be removed at any time with or without cause by the Required Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor Agent from among Agent, which shall be a Lender or shall be another commercial bank or trust company (and reasonably acceptable to the Lenders with the consent, Borrower so long as no Event of Default has occurred and is continuing, exists) organized under the laws of the Guarantor, which consent will not be unreasonably withheld United States or delayedof any State thereof. If no successor Agent shall have been so appointed by the Required Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required 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 Lender that is a or shall be another commercial bank or trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000reasonably acceptable 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 VIII 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 An Agent may resign at any time by giving written as such upon 10 days’ notice thereof to the Lenders and Borrower. If an Agent shall resign as such under this Agreement and the Borrowers and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removalother Finance Documents, then the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with a successor agent for the consentLenders, so long as no which successor agent shall (unless an Event of Default has shall have occurred and is be continuing, of the Guarantor, ) be subject to approval by Borrower (which consent will approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the applicable Agent, and the term “Administrative Agent” or “Hermes Agent”, as the case may be, means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Hermes Agent’s, as the case may be, rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Agent shall have been so appointed has accepted appointment by the Required Lendersdate that is 10 days following a retiring Agent’s notice of resignation, and shall have accepted such appointment, within 30 days after the retiring Agent's giving ’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of notice the duties of resignation or such Agent hereunder until such time, if any, as the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, Lenders appoint a successor Agent, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment Agent 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 Agreementprovided for above. After any retiring Agent's resignation or removal hereunder as Agent’s resignation, the provisions of this Article VIII Section 11.7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this AgreementAgreement and the other Finance Documents.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrowers Borrower and may be removed at any time with or without cause by the Required LendersBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent from among which, if such successor Agent is not a Bank, is approved by the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, Borrower (which consent approval will not be unreasonably withheld or delayedwithheld). If no successor Agent shall have been so appointed by the Required LendersBanks (and, if not a Bank, approved by the Borrower), and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a Lender that is a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, 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 hereunder as Agent, the provisions of this Article VIII 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 Borrowers Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consentwith, so long as no Event of Default has occurred and is continuing, the consent of the GuarantorBorrower, which consent will 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 ’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 Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $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 AgreementAgreement and the other Loan Documents. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VIII 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 30 days’ prior written notice thereof to the Lenders Lender Parties and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedAgent. 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 Agentresignation, then the retiring Agent may, on behalf of the LendersLender Parties, appoint a successor Agent, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. 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 the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation under this AgreementSection 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent’s resignation shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's ’s resignation or removal hereunder as Agentan Agent shall have become effective, the provisions of this Article VIII 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 may, at any time by giving time, resign upon 20 days' written notice thereof to the Lenders and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders (which shall be a Lender) with the consent, so long as no Event of Default has occurred and is continuing, prior written consent of the GuarantorBorrower, which consent will shall not be unreasonably withheld or delayedwithheld. 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 Agentresignation, 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 Lender that is hereunder or a commercial bank organized under the laws of the United States of America or of any State thereof and having has a combined capital and surplus of at 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 under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article VIII Section 10.9 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 Administrative Agent may resign at any time subject to the appointment of a successor Administrative Agent by giving written notice thereof to the Lenders and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Administrative Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, consent of the GuarantorBorrower, which consent will shall not be unreasonably withheld or delayed; provided that no such consent shall be required if the successor Administrative Agent is a Lender. If no successor Administrative Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Administrative Agent may, on behalf of the Lenders, and without the Borrower's consent, appoint a successor Administrative Agent, which shall be a Lender that is a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,0001,000,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAdministrative Agent.

Successor Agent. (a) The Agent may resign at any time by giving at least sixty (60) days' prior written notice thereof to the Lenders Banks and the Borrowers Borrower and may be removed at any time with or without cause by the Required LendersMajority Banks. Upon any such resignation or removal, the Required Lenders Majority Banks shall have the right to appoint a successor Agent from among the Lenders with the consentAgent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedsubject to Section 10.06(b). If no successor Agent shall have been so appointed by the Required 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 Required 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 Lender that is a commercial bank or federal savings bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000thereof, subject to Section 10.06(b). 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 VIII X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. (b) The appointment of any successor Agent that is not a Bank shall be subject to the prior written approval of the Borrower, which approval shall not be unreasonably withheld.

Successor Agent. The Agent may resign at any time by giving written --------------- notice thereof to the Lenders and the Borrowers Company and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among which shall be a commercial bank organized, chartered or licensed under the Lenders with the consent, so long as no Event of Default has occurred and is continuing, laws of the Guarantor, which consent will not be unreasonably withheld United States of America or delayedof any State thereof having combined capital and surplus of at least $500,000,000. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, 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, with the consent of the Company which consent shall not be unreasonably withheld or delayed, appoint a successor Agent, which shall be a Lender that is a commercial bank organized or chartered under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its future 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 VIII 10 and Sections 11.04 and ---------- -------------- 11.05 shall inure to its benefit as to any actions taken or omitted to be taken ----- by it while it was Agent under this AgreementAgreement and the other Loan Documents.

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 Borrowers Lenders, and may be removed at any time with or without cause removed, upon show of cause, by the Required LendersLenders upon 30 days' written notice to the Agent. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consentAgent; provided that, so long as no Default or Event of Default has occurred and is continuing, of such successor Agent shall be reasonably acceptable to the Guarantor, which consent will not be unreasonably withheld or delayedBorrower. 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 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 Lender that is hereunder or a commercial bank organized under the laws of the United States of America or of any State thereof and having has a combined capital and surplus of at least $500,000,000400,000,000. 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 under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article VIII 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 Borrowers Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, not to be unreasonably withheld or delayed, of the Borrower so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will 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 ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLenders and with the consent, not to be unreasonably withheld or delayed, of the Borrower so long as no Default has occurred and is continuing, appoint a successor Agent, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $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 VIII 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 may, as hereinafter provided, resign at any time by giving 45 days’ prior written notice thereof to the Lenders and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall shall, after soliciting the views of the Borrower, have the right to appoint another Xxxxxx as a successor Agent from among agent (the Lenders with “Successor Agent”) who shall be acceptable to the consentBorrower, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedacting reasonably. If no successor Successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent mayshall, on behalf of the Lenders, appoint a successor Agent, which Successor Agent who shall be a Lender that is a commercial bank organized under acceptable to the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000Borrower, acting reasonably. Upon the acceptance of any appointment as Agent hereunder by a successor Successor Agent, such successor 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 thereupon be discharged from its further duties and obligations as Agent under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VIII shall inure continue to enure to its benefit as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was Agent under this Agreementhereunder.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving 45 days’ prior written notice thereof to the Lenders and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall shall, after soliciting the view of the Borrower, have the right to appoint another Lender as a successor Agent from among agent (the Lenders with “Successor Agent”) who shall be acceptable to the consentBorrower, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedacting reasonably. If no successor Successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent mayshall, on behalf of the Lenders, appoint a successor Agent, which Successor Agent who shall be a Lender that is a commercial bank organized under acceptable to the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000Borrower, acting reasonably. Upon the acceptance of any appointment as Agent hereunder by a successor Successor Agent, such successor 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 thereupon be discharged from its further duties and obligations as Agent under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VIII shall inure continue to enure to its benefit as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was Agent under this Agreementhereunder.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers Borrower and may be removed at any time with or without cause by the Required Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor Agent from among Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably acceptable to the Lenders with Borrower organized under the consent, so long as no Event of Default has occurred and is continuing, laws of the Guarantor, which consent will not be unreasonably withheld United States or delayedof any State thereof. If no successor Agent shall have been so appointed by the Required Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required 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 Lender that is a or shall be another commercial bank or trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000reasonably acceptable 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 VIII 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 Borrowers Company and may be removed as Agent under this Agreement, the Notes and the other Loan Documents at any time with or without cause by the Required LendersMajority Banks. Upon any such resignation or removal, the Required Lenders Majority Banks shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, approval of the GuarantorCompany, which consent will shall not be unreasonably withheld or delayedwithheld. If no successor Agent shall have been so appointed by the Required LendersMajority Banks, and shall have accepted such appointment, within 30 calendar days after the retiring Agent's giving of notice of resignation or the Required LendersMajority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor AgentAgent with the approval of the Company, which shall not be unreasonably withheld, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least $500,000,00050,000,000. Upon the acceptance of any appointment as Agent hereunder and under the Notes and 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 Agreement, the Notes and the other Loan Documents. After any retiring Agent's resignation or removal as Agent hereunder as Agentand under the Notes and the other Loan Documents, the provisions of this Article VIII X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement, the Notes and the other Loan Documents.

Successor Agent. The Subject to the appointment and acceptance of a successor as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrowers. Upon any such resignation or removaland after consultation with the Borrowers, the Required Lenders Banks shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedAgent. If no successor Agent shall have been so appointed by the Required Lenders, Banks 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 Agentresignation, then the retiring Agent may, on behalf of the LendersBanks, and after consultation with the Borrowers, appoint a successor Agent, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000500,000,000.00. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges 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 the Agent, the provisions of this Article VIII Section shall inure to its benefit as to any actions taken or omitted to be taken by it its while it was the Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the DIP Lenders and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required DIP Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the GuarantorAgent, which consent will not shall be unreasonably withheld or delayedreasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Lenders, DIP 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 Agentresignation, then the retiring Agent may, on behalf of the DIP Lenders, appoint a successor Agent, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000100,000,000, 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 VIII Section 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 Administrative Agent may resign at any time subject to the appointment of a successor Agent by giving written notice thereof to the Lenders and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, consent of the GuarantorBorrower, which consent will shall not be unreasonably withheld or delayed; provided that no such consent shall be required if the successor Agent is a Lender. If no successor Agent shall have been so appointed by the Required Lendersappointed, 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 Agentresignation, then the retiring Agent may, on behalf of the Lenders, and without the Borrower's consent, appoint a successor Agent, which shall be a Lender that is a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,0001,000,000,000. 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 resignation or removal hereunder as Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgent.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders Borrower shall have the right to appoint a successor Agent from among Agent, subject to the Lenders with the consent, so long as no Event of Default has occurred and is continuing, approval of the GuarantorRequired Lenders, which consent will such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Borrower and approved by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor AgentAgent subject to the approval of the Borrower and the Required Lenders, such approval not to be unreasonably withheld or delayed, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $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 VIII 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 Borrowers Borrower and may be removed at any time with or without cause by the Required LendersBorrower if at any time the Agent, in its individual capacity as a Bank hereunder, shall hold less than $30,000,000 of the aggregate Commitments. Upon any such resignation or removal, the Required Lenders Borrower shall have the right to appoint a successor Agent from among the Lenders appoint, with the consent, so long as no Event of Default has occurred and is continuing, consent of the Guarantor, Majority Banks (which consent will shall not be unreasonably withheld or delayedwithheld), a successor Agent. If no successor Agent shall have been so appointed by the Required LendersBorrower with such consent of the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' Borrower's removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a Lender that Bank which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder under this Agreement 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 AgentAgent and shall function as the Agent under this Agreement, 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 VIII 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 Borrowers Borrower and may be removed at any time with or without cause by the Required Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Agent pursuant to this Section 7.06. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor Agent from among Agent, which shall be a Lender or shall be another commercial bank or trust company (and reasonably acceptable to the Lenders with the consent, Borrower so long as no Event of Default has occurred and is continuing, exists) organized under the laws of the Guarantor, which consent will not be unreasonably withheld United States or delayedof any State thereof. If no successor Agent shall have been so appointed by the Required Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required 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 Lender that is a or shall be another commercial bank or trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000reasonably acceptable 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 ’s resignation or removal hereunder as Agent, the provisions of this Article VIII 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 Borrowers and may be removed at any time with or without cause by the Required LendersCompany. Upon any such resignation or removalresignation, the Required Lenders shall shall, have the right to appoint a successor Agent from among the Lenders with the consentAgent; provided, however, that so long as no an Event of Default has shall not have occurred and is be continuing, upon any such resignation, the Company shall, with the consent of the Guarantor, Required Lenders (which consent will shall not be unreasonably withheld or delayedwithheld), have the right to appoint any Lender as a successor Agent. If no successor Agent shall have been so appointed by the Required LendersLenders or the Company, as the case may be, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall may be a Lender that is a (i) any Lender, or (ii) any other commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any its 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 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 resignation or removal hereunder as Agent, the provisions of this Article VIII shall inure to its benefit benefits 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 Banks and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders Banks shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the GuarantorAgent, which consent will not shall be unreasonably withheld or delayedreasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Lenders, Banks 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 Agentresignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at a least $500,000,000100,000,000, 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 VIII Section 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 Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the GuarantorAgent, which consent will not shall be unreasonably withheld or delayedreasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Lenders, 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 Agentresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at a least $500,000,000100,000,000, 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 VIII Section 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 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 Borrowers Borrower, and the Agent may be removed at any time with or without cause by Required Banks if it has breached its obligations under the Required LendersLoan Documents. Upon any such resignation or removal, the Required Lenders shall Banks will have the right to appoint a successor Agent from among the Lenders with the Borrower's consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will shall not be unreasonably withheld or delayedwithheld. If no successor Agent shall have been so appointed by the Required Lenders, 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 Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least One Hundred Million Dollars ($500,000,000100,000,000). 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, contractual obligations, 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 Agreementthe Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII 14 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 Borrowers Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consentwhich, so long as no Event of Default has shall have occurred and is be continuing, of shall be subject to the GuarantorBorrower’s approval, which consent will approval shall not be unreasonably withheld or delayedwithheld. 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 Lender that is a commercial bank organized or licensed under the laws of the United States of America or of any State thereof or the Commonwealth of Puerto Rico and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent Agent, upon appointment of such successor 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 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 notifying the Lenders Lenders, the Issuing Lender and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedsuccessor. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Agent may, on behalf of the LendersLenders and the Issuing Lender, appoint a successor Agent, Agent which shall be a Lender that is a commercial bank organized under the laws of the United States of America with an office in New York, New York, or an Affiliate of any State thereof and having a combined capital and surplus of at least $500,000,000such bank. Upon the acceptance of any its 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 under this Agreementhereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Agent's resignation or removal hereunder as Agenthereunder, the provisions of this Article VIII and Section 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was Agent under this Agreementacting as Agent.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has shall have occurred and is be continuing, of the Guarantor, Borrower (which consent will 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 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 Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,00050,000,000. 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 thereupon 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 VIII 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 Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders Banks shall have the right to appoint a successor Agent from among Agent, subject to the Lenders with consent of the consent, so long as Borrower if no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedexists. If no successor Agent shall have been so appointed by the Required Lenders, Banks and consented to by the Borrower and shall have accepted such appointment, appointment within 30 45 days after the retiring Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a Lender that is a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,00050,000,000. 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 and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Financing Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreementacting as the Agent.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers Borrower and may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, prior consent of the GuarantorBorrower, which consent will shall not be unreasonably withheld or delayed, PROVIDED that such consent of the Borrower shall not be required at any time an Event of Default or Potential Event of Default exists. If no successor Agent shall have been so appointed by the Required Majority Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required 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 Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000100,000,000. 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 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 Borrowers Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consentAgent, provided that, so long as no Event of Default has occurred and is continuing, of the Guarantor, Borrower shall have the right to consent to such successor Agent (which consent will 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 given 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 Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $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 VIII 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 Borrowers Company and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among approved by the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the GuarantorCompany, which consent will approval 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 ’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 Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,00050,000,000. 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, but shall not be discharged from any duties or obligations under this Agreement prior to its retirement as Agent. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VIII 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 Borrowers and may be removed at any time with or without cause by the Required LendersBorrowers. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consentwith, so long as no Event of Default has occurred and is continuing, the consent of the Guarantor, Borrowers (which consent will shall not be unreasonably withheld or delayedwithheld). 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 Required 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 Lender that is a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000100,000,000. 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 resignation or removal hereunder as Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgent.

Successor Agent. The Agent may resign at any time by giving 30 days' prior written notice thereof to the Lenders and the Borrowers Company and may be removed at any time with or without cause by the Required Lenders, such resignation or removal to be effective only upon acceptance of its appointment of a successor Agent as provided herein. Upon any such notice of resignation or removal, the Required Requisite Lenders shall have the right to appoint a successor Agent from among and shall notify the Lenders with the consentCompany in writing of such appointment; provided, so long as no that, unless a Potential Event of Default has or Event of Default shall have occurred and is then be continuing, the Required Lenders shall obtain the Company's written consent to the appointment of the Guarantor, which such successor Agent (such consent will not to 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 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 Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such that successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, 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 VIII Section 8 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.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which shall be (i) a Lender or (ii) if no Lender shall accept appointment as the Agent from among the Lenders with the consentwithin 30 days after such resignation or removal, any other Person, which Person, so long as no Event of Default has shall have occurred and is be continuing, of shall be reasonably acceptable to the Guarantor, which consent will not be unreasonably withheld or delayedBorrower. 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 (i) a Lender that is a commercial bank organized under or (ii) any other Person, which Person, so long as no Default shall have occurred and be continuing, shall be reasonably acceptable to the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000Borrower. 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 VIII 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 Borrowers Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consentAgent, provided that, so long as no Event of Default has occurred and is continuing, of the Guarantor, Borrower shall have the right to consent to such successor Agent (which consent will 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 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 Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $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 VIII 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 as Agent upon 30 days' notice thereof to the Lenders and the Borrowers Borrowers. If the Agent shall resign as Agent under this Agreement and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removalother Loan Documents, then the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with a successor agent for the consentLenders, so long as no which successor agent shall (unless an Event of Default has under Section 7.01(a) or Section 7.01(e) with respect to any Borrower shall have occurred and is be continuing, of ) be subject to approval by the Guarantor, Borrowers (which consent will approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the term "Agent" shall mean such successor agent effective upon such appointment and approval, and the former Agent's rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent has accepted appointment as Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within date that is 30 days after following a retiring Agent's notice of resignation, the retiring Agent's giving resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of notice the duties of resignation or the Agent hereunder until such time, if any, as the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, Lenders appoint a successor Agent, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment agent 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 Agreementprovided for above. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgreement and the other Loan Documents.

Successor Agent. The Agent may resign at any time by --------------- giving written notice thereof to the Lenders and the Borrowers Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consentAgent, provided that, so long as no Event of Default has occurred and is -------- continuing, of the Guarantor, Borrower shall have the right to consent to such successor Agent (which consent will 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 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 Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $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 VIII 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 other members of the Bank Group and the Borrowers Borrower and may be removed at any time with or without cause by the Required LendersMajority Banks. Upon any such resignation or removal, the Required Lenders Majority Banks shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedAgent. If no successor Agent shall have been so appointed by the Required 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 Required 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 Lender that is a commercial bank or corporation organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $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, subject to the requirement that such retiring Agent will execute such documents and take such actions as may be necessary or desirable to cause the successor Agent to be vested with all such rights, powers, privileges and duties. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. All reasonable costs and expenses incurred by the Bank Group in connection with any amendments or other documentation required by this SECTION 8.07 shall be paid by the Borrower pursuant to SECTION 9.04 hereof.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrowers Company and may be removed at any time with or without cause by with the written approval of the Required LendersBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, consent of the GuarantorCompany, which consent will shall not be unreasonably withheld or delayed. If no successor Agent shall have has been so appointed by the Required LendersBanks, and shall have has accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor AgentAgent with the consent of the Company (which shall not be unreasonably withheld or delayed), which successor Agent shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all 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 and the other Project Contracts. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII 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 Borrowers Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, provided that the appointment of any such successor Agent from among shall be subject to the Lenders with consent of the consent, Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will 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 ’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 Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $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 VIII 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 Borrowers Borrower, and the Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint appoint, on behalf of the Borrower and the Lenders, a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedAgent. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent maymay appoint, on behalf of the Borrower and the Lenders, appoint a successor Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Agent shall be subject to approval by the Borrower, which approval shall not be unreasonably withheld. Such successor Agent shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the 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 hereunder and under this Agreementthe other Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII XI 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 acting as the Agent hereunder and under this Agreementthe other Loan Documents.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrowers Borrower and may be removed as Agent at any time with or without for cause by the Required LendersMajority Banks. Upon any such resignation or removal, the Required Lenders Majority Banks shall have the right to appoint from among the Banks a successor Agent from among the Lenders (with the consent, so long as no Event of Default has occurred and is continuing, consent of the Guarantor, Borrower which consent will shall not be unreasonably withheld or delayed, provided that if an Event of Default shall have occurred and be continuing the consent of the Borrower need not be obtained). If no successor Agent shall have been so appointed by the Required LendersMajority Banks, and shall have accepted such appointment, within 30 calendar days after the retiring Agent's giving of notice of resignation or the Required LendersMajority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks and with the concurrence of the Borrower, appoint a successor Agent, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000an Eligible Assignee. 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 AgreementCredit Agreement 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 VIII IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementCredit Agreement and the other Loan Documents.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consentwith, so long as no Event of Default has occurred and is continuing, the consent of the Guarantor, Borrower (which consent will shall not be unreasonably withheld or delayedwithheld). 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 Required 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 Lender that is a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000100,000,000. 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 resignation or removal hereunder as Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgent.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrowers Borrower and may be removed at any time with or without cause by the Required LendersBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent from among which, if such successor Agent is not a Bank, is approved by the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, Borrower (which consent approval will not be unreasonably withheld or delayedwithheld). If no successor Agent shall have been so appointed by the Required LendersBanks (and, if not a Bank, approved by the Borrower), and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a Lender that is a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, 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 ’s resignation or removal hereunder as Agent, the provisions of this Article VIII 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 Except as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Agent from among which shall be reasonably acceptable to the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedBorrower. If no successor Agent shall have been so appointed by the Required LendersLenders (other than the resigning Agent), and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender that is a commercial bank or financial institution organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least $500,000,00050,000,000 and which shall be reasonably acceptable 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 AgreementAgreement and the other Lender Agreements. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII 13 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 Lender Agreements.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the GuarantorAgent, which consent will not shall be unreasonably withheld or delayedreasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Lenders, 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 Agentresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at a least $500,000,000100,000,000, 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 VIII Section 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 Banks and the Borrowers Borrower and may be removed at any time with or without cause by with the written approval of the Required LendersBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, consent of the GuarantorBorrower, which consent will shall not be unreasonably withheld or delayedwithheld. If no successor Agent shall have has been so appointed by the Required LendersBanks, and shall have has accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor AgentAgent with the consent of the Borrower (which shall not be unreasonably withheld), which successor Agent shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least five hundred million dollars ($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 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 Financing Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving 45 days' prior written notice thereof to the Lenders and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrowers. Upon any such resignation or removalresignation, the Required Lenders shall shall, after soliciting the view of the Borrowers, have the right to appoint another Lender as a successor Agent from among agent (the Lenders with "Successor Agent") who shall be acceptable to the consentCanadian Borrower, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedacting reasonably. If no successor Successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent mayshall, on behalf of the Lenders, appoint a successor Agent, which Successor Agent who shall be a Lender that is a commercial bank organized under acceptable to the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000Canadian Borrower, acting reasonably. Upon the acceptance of any appointment as Agent hereunder by a successor Successor Agent, such successor 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 thereupon be discharged from its further duties and obligations as Agent under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII shall inure continue to enure to its benefit as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was Agent under this Agreementhereunder.

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 Borrowers and may be removed at any time with or without cause by the Required LendersMajority Banks. Upon any such resignation or removal, the Required Lenders Majority Banks shall have the right to appoint appoint, with the consent of TWC (which consent shall not be unreasonably withheld and shall not be required if an Event of Default exists), a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedBanks. If no successor Agent shall have been so appointed by the Required LendersMajority Banks with such consent, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required 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 Lender that Bank which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder under this Agreement 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 AgentAgent and shall function as the Agent under this Agreement, 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 VIII 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 the Loan Documents by giving not less than 30-days' written notice thereof to the Lenders and the Borrowers Borrower and the Agent may be removed at any time with or without cause by written action of all Lenders (other than the Required LendersAgent) delivered to the Agent. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedAgent. 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 or removed Agent may, on behalf of the Lendersother Lender Parties, appoint a successor Agent, which shall be a Lender that is financial institution having a commercial bank combined capital and surplus of at least $100,000,000, or a branch or agency of such a financial institution, organized or licensed to do business under the laws of the United States of America or of any State thereof thereof, and having which shall have a combined capital minimum rating of "Baa-2" by Xxxxx'x and surplus a minimum long-term debt rating of at least $500,000,000. "BBB" by S&P. Upon the acceptance of any appointment as the 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 of its duties and obligations under this Agreementthe Loan Documents. After Upon any retiring Agent's resignation or removal hereunder as Agentremoval, the provisions of this Article VIII 9. (as well as other expense reimbursement, indemnification and exculpatory provisions in the other Loan Documents) shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgent.

Successor Agent. The Except as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not shall be unreasonably withheld or delayedreasonably acceptable to Borrower. If no successor Agent shall have been so appointed by the Required LendersLenders (other than the resigning Agent), and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender that is a commercial bank or financial institution organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least $500,000,00050,000,000. 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 refiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Lender Agreements. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII 15 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 Lender Agreements.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers Borrower, and the Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint appoint, on behalf of the Borrower and the Lenders, a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedAgent. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent maymay appoint, on behalf of the Borrower and the Lenders, appoint a successor Agent, which . Such successor Agent shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus retained earnings of at least $500,000,000100,000,000. 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 hereunder and under this Agreementthe other Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII X 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 acting as the Agent hereunder and under this Agreementthe other Loan Documents.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, prior written consent of the Guarantor, which Borrower (such consent will not to be unreasonably withheld or delayedwithheld). If no successor Agent shall have been so appointed by the Required Lenders, 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 Required Lenders' removal of the retiring Agentresignation, then the retiring Agent maymay with the prior written consent of the Borrower (such consent not to be unreasonably withheld), on behalf of the Lenders, appoint a successor Agent, Agent which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000100,000,000. 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 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 VIII Section 10 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 Borrowers Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consentAgent; provided that, so long as no unless an Event of Default has occurred and is continuing, of the Guarantor, which consent will not such successor Agent shall be unreasonably withheld or delayedreasonable satisfactory to Borrower. 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 Lender that is (i) a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000500,000,000 and (ii) unless an Event of Default has occurred and is continuing, reasonably satisfactory to 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 ’s resignation or removal hereunder as Agent, the provisions of this Article VIII 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 as Agent upon ninety (90) days' notice thereof to the Lenders Banks and the Borrowers and may Borrower. If such notice shall be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removalgiven, the Required Lenders Banks shall have the right to appoint a successor Agent from among agent for the Lenders with the consentBanks, so long as during such ninety (90) day period, which successor agent shall, if no Event of Default default under Section 9 has occurred and is continuing, of be consented to by the Guarantor, Borrower (which consent will shall not be unreasonably withheld or delayedwithheld), to serve as agent hereunder and under the several documents. If no successor Agent Following the occurrence and continuance of any default under Section 9, Borrower's consent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving not be required for appointment 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. If at the end of such ninety (90) day period the Banks have not appointed such a successor, which the Agent shall be procure a Lender that is a commercial bank organized successor reasonably satisfactory to the Banks and the Borrower, to serve as agent for the Banks hereunder and under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000several documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, Any such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Agent. Upon the appointment of such successor agent or upon the expiration of such ninety (90) day period (or any longer period to which the Agent has agreed), the former Agent's rights, powers and the retiring duties as Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII Section 12.12 shall inure to its the benefit of such retiring Agent 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 Borrowers Borrower, and the Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint appoint, on behalf of the Borrower and the Lenders, a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedAgent. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent maymay appoint, on behalf of the Borrower and the Lenders, appoint a successor Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Agent shall be subject to approval by the Borrower, which approval shall not be unreasonably withheld. Such successor Agent shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the 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 hereunder and under this Agreementthe other Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII X 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 acting as the Agent hereunder and under this Agreementthe other Loan Documents.

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 Borrowers and may be removed at any time with or without cause by the Required LendersMajority Banks. Upon any such resignation or removal, the Required Lenders Majority Banks shall have the right to appoint appoint, with the consent of the Borrowers (which consent shall not be unreasonably withheld and shall not be required if an Event of Default under Section 6.1(a) or 6.1(e) exists), a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedBanks. If no successor Agent shall have been so appointed by the Required LendersMajority Banks with such consent, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' Majority Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a Lender that Bank which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder under this Agreement 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 AgentAgent and shall function as the Agent under this Agreement, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VIII 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 as the Agent upon thirty (30) calendar days' notice thereof to the Lenders and the Borrowers Borrower only in the event that an Event of Default shall occur, be continuing and may be removed at any time with or without cause declared by the Required Lenders. Upon any If such resignation or removalnotice shall be given, the Required Lenders Lender shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayed. If no a 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 agent for the Lenders, appoint during such thirty (30) day period, which successor agent shall be reasonable satisfactory to the Borrower, to serve as agent under the Loan Documents. If at the end of such thirty (30) day period the Lenders have not appointed such a successor, the Agent shall procure a successor Agentreasonably satisfactory to the Lenders and the Borrower, which shall be a Lender that is a commercial bank organized to serve as agent for the Lenders under the laws of the United States of America or of Loan Documents, any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges powers and duties of the retiring Agent. Upon the appointment of such successor agent or upon the expiration of such thirty (30) day period (or any longer period to which the Agent has agreed), the former Agent's rights, powers and duties as the retiring Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII 9 shall inure to its the benefit of such retiring Agent as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrowers Company and may be removed at any time with or without cause by the Required LendersMajority Banks. Upon any such resignation or removal, the Required Lenders Majority Banks shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, one of the Guarantor, which consent will not be unreasonably withheld or delayedBanks as the successor Agent. If no successor Agent shall have been so appointed by the Required LendersMajority Banks, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' Majority Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint one of the Banks as its successor. If none of the Banks will accept such an appointment, the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which which, in the case of a successor Agent, shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000. 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. The successor Agent shall immediately notify the Company of such appointment. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VIII 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 30 days' prior written notice thereof to the Lenders and the Borrowers Company, and Administrative Agent may be removed at any time with or without cause by the Required an instrument or concurrent instruments in writing delivered to Company and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignation or any such removal, the Required Requisite Lenders shall have the right right, upon five Business Days' notice to Company, to appoint a successor Administrative Agent from among reasonably 118 acceptable to Company, the Lenders with consent of Company not to be unreasonably withheld; PROVIDED, HOWEVER, that the consentconsent of the Company shall not be required (i) to appoint any Lender as successor Administrative Agent, so long as no or (ii) upon the occurrence of and during the continuation of an Event of Default has occurred and is continuing, of the Guarantor, which consent will 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 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 Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000Default. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, or removed Administrative Agent and the retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Article VIII Section 9 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 Borrowers Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, not to be unreasonably withheld or delayed, of the Borrower so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will 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 Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLenders and with the consent, not to be unreasonably withheld or delayed, of the Borrower so long as no Default has occurred and is continuing, appoint a successor Agent, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $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 VIII 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 Borrowers Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedAgent. 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, or, if a successor agent has not been appointed within 45 days after the retiring Agent's giving of notice or resignation, then the Borrower may appoint a successor Agent, which in any case shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $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 VIII 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 Bank of Boston, or any successor Agent, may resign as Agent at any time by giving written notice thereof to the Lenders Banks and to the Borrowers and may be removed at any time with or without cause by the Required LendersBorrowers. Upon any such resignation or removalresignation, the Required Lenders Banks shall have the right to appoint a successor Agent, (which successor Agent from among shall be a commercial bank (or Affiliate thereof) or savings and loan association organized under the Lenders with laws of the consentUnited States of America or any State thereof or under the laws of another country which is doing business in the United States of America or any State thereof and having a combined capital, so long as surplus and undivided profits of at least $100,000,000 (and shall be reasonably acceptable to the Borrowers if and only if at the time no Default or Event of Default has occurred and is continuing, of continuing and such acceptance by the Guarantor, which consent will Borrowers is not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required LendersBanks, 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 Agentsuch resignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a Lender that is a commercial bank (or Affiliate thereof) or savings and loan association organized under the laws of the United States of America or any State thereof or under the laws of another country which is doing business in the United States of America or any State thereof and having a combined capital capital, surplus and surplus undivided profits of at least $500,000,000100,000,000 (and shall be reasonably acceptable to the Borrowers if and only if at the time no Default or Event of Default has occurred and is continuing and such acceptance by the Borrower is not unreasonably withheld or delayed). 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 all further duties and obligations under this AgreementAgreement as Agent. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII Section 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 30 days prior written notice thereof to the Lenders Banks and the Borrowers Partnership and may be removed at any time with or without cause by with the written approval of the Required LendersBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, consent of the GuarantorPartnership, which consent will shall not be unreasonably withheld or delayedwithheld. If no successor Agent shall have has been so appointed by the Required LendersBanks, and shall have has accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor AgentAgent with the consent of the Partnership (which shall not be unreasonably withheld), which successor Agent shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all 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 and the other Project Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII 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 Lenders, the Funding Agents, each Qualifying Hedge Counterparty, the Custodian, the Back-Up Servicer, the Transition Manager, the Paying Agent and the Borrowers Borrower, and the Agent may be removed at any time with or without for cause by written notice received by the Required Agent from all of the Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint appoint, on behalf of the Borrower and the Lenders, a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedAgent. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring exiting Agent's ’s giving of notice of resignation or the Required Lenders' removal receipt of the retiring Agentnotice of removal, then the retiring exiting Agent maymay appoint, on behalf of the Borrower and the Lenders, a successor Agent (but only if such successor is reasonably acceptable to each Lender) or petition a court of competent jurisdiction to appoint a successor Agent, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as the 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 exiting Agent, and the retiring exiting Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Transaction Documents. After any retiring exiting Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VIII VII 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 acting as the Agent hereunder and under this Agreementthe other Transaction Documents.

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 Borrowers Borrower and may be removed at any time with or without cause by the Required LendersMajority Banks. Upon any such resignation or removal, the Required Lenders Majority Banks shall have the right to appoint appoint, with the consent the Borrower (which consent shall not be unreasonably withheld and shall not be required if an Event of Default exists), a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedBanks. If no successor Agent shall have been so appointed by the Required LendersMajority Banks with such consent, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required 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 Lender that Bank which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder under this Agreement 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 AgentAgent and shall function as the Agent under this Agreement, 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 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 may, as hereinafter provided, resign at any time by giving 45 days’ prior written notice thereof to the Lenders and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrowers. Upon any such resignation or removalresignation, the Required Lenders shall shall, after soliciting the view of the Borrowers, have the right to appoint another Xxxxxx as a successor Agent from among agent (the Lenders with “Successor Agent”) who shall be acceptable to the consentCanadian Borrower, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedacting reasonably. If no successor Successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent mayshall, on behalf of the Lenders, appoint a successor Agent, which Successor Agent who shall be a Lender that is a commercial bank organized under acceptable to the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000Canadian Borrower, acting reasonably. Upon the acceptance of any appointment as Agent hereunder by a successor Successor Agent, such successor 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 thereupon be discharged from its further duties and obligations as Agent under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VIII shall inure continue to enure to its benefit as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was Agent under this Agreementhereunder.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers Company and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consentthat, so long as no unless an Event of Default has shall have occurred and is then be continuing, of is reasonably acceptable to the Guarantor, which consent will not be unreasonably withheld or delayedCompany. 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, unless an Event of Default shall have occurred and then be continuing, be reasonably acceptable to the Company, and shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus total assets of at least $500,000,0001,000,000,000. 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 ’s resignation or removal hereunder as Agent, the provisions of this Article VIII 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 in this section, the Agent may resign at any time by giving written notice thereof to notifying the Lenders Banks and the Borrowers and may be removed at any time with or without cause by the Required LendersCompany. Upon any such resignation or removalresignation, the Required Lenders Banks shall have the right right, in consultation with the Company, to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedsuccessor. If no successor Agent shall have been so appointed by the Required Lenders, Banks and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, Agent which shall be a Lender that is a commercial bank organized under the laws of the United States of America with an office in New York, New York, or an affiliate of any State thereof and such bank, having a combined capital and surplus of at least $500,000,000250,000,000. Upon the acceptance of any its 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 under this Agreementhereunder. The fees payable by any Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After any retiring the Agent's resignation or removal hereunder as Agenthereunder, the provisions of this Article VIII VII and Section 9.03(A) and (B) shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents, its affiliates and their respective directors, officers, employees, agents and advisors in respect of any actions taken or omitted to be taken by it any of them 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 Borrowers and may be removed at any time with or without cause by the Required LendersCredit Parties. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, approval of the Borrower (so long as no Event of Default has occurred and is continuing, of the Guarantor), which consent will approval shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, 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 Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, Agent which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000100,000,000. 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 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 VIII Section 10 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 Borrowers Borrower and may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Lenders Borrower shall have the right to appoint a successor Agent from among Agent, subject to the Lenders with the consent, so long as no Event of Default has occurred and is continuing, approval of the GuarantorMajority Lenders, which consent will such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Borrower and approved 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 Required Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor AgentAgent subject to the approval of the Borrower and the Majority Lenders, such approval not to be unreasonably withheld or delayed, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder under this Section 7.06 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 hereunder under this Section 7.06 as Agent, the provisions of this Article VIII VII 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 Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrowers Borrower and may be removed at any time with or without cause by with the written approval of the Required LendersBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, consent of the GuarantorBorrower, which consent will shall not be unreasonably withheld or delayed. If no successor Agent shall have has been so appointed by the Required LendersBanks, and shall have has accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor AgentAgent with the consent of the Borrower (which shall not be unreasonably withheld or delayed), which successor Agent shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all 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 and the other Project Contracts. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII 7 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 Borrowers Borrower and may be removed at any time with or without cause by the Required both Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedAgent. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's Agents' giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, may on behalf of the Lenders, appoint a successor Agent, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof state thereof, or any affiliate of such bank, and having a combined capital and surplus of at least $500,000,00025,000,000. 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 VIII 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. If no successor agent is appointed within 30 days, the resigning agent's resignation shall nevertheless become effective and the Lenders shall perform the activities of the Agent.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers Borrower and may be removed at any time with or without cause by the Required Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Agent pursuant to this Section 8.06. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor Agent from among Agent, which shall be a Lender or shall be another commercial bank or trust company (and reasonably acceptable to the Lenders with the consent, Borrower so long as no Event of Default has occurred and is continuing, exists) organized under the laws of the Guarantor, which consent will not be unreasonably withheld United States or delayedof any State thereof. If no successor Agent shall have been so appointed by the Required Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required 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 Lender that is a or shall be another commercial bank or trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000reasonably acceptable 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 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 An Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers Borrower and may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event prior consent of Default has occurred and is continuing, of the GuarantorBorrower, which consent will shall not be unreasonably withheld or delayed, provided that such consent of the Borrower shall not be required at any time an Event of Default or Potential Event of Default exists. If no successor Agent shall have been so appointed by the Required Majority Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required 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 Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000100,000,000. 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 VIII 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. (a) The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, the Agent may not resign or be removed -------- ------- until a successor Agent has been appointed and shall have accepted such appointment. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedsubject to Borrower's prior written approval. 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 AgentAgent subject to Borrower's prior written approval, which shall be a Lender that is bank which maintains an office in the United States, or a commercial bank organized under the laws of the United States of America or of any State thereof and thereof, or any Affiliate of such bank, having a combined capital and surplus of at least $500,000,000. 1,000,000,000. (b) Upon the acceptance of any appointment as the 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 VIII IX 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 Borrowers Borrower and may be removed at any time with or without cause by the Required LendersMajority Lenders upon receipt of written notice from the Majority Lenders to such effect. Upon receipt of notice of any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor Agent from among the Lenders with the consentwith, so long as no if any Event of Default has not occurred and is not continuing, the consent of the GuarantorBorrower, which consent will shall not be unreasonably withheld or delayedwithheld. If no successor Agent shall have been so appointed by the Required LendersMajority Lenders with the consent of the Borrower, and shall have accepted such appointment, within 30 days after the retiring resigning Agent's giving of notice of resignation or the Required Majority Lenders' removal of the retiring resigning Agent, then the retiring resigning Agent may, on behalf of the LendersLenders and the Borrower, appoint a successor Agent, which shall be be, in the case of a Lender that is successor agent, a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000500,000,000.00. 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, discretionprivileges, privileges and duties of the retiring resigning Agent, and the retiring resigning Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Subordinated Loan Documents. After any retiring resigning Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII IX 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 Subordinated Loan Documents.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers Company and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consentAgent, so long as subject, if no Event of Default has occurred and is continuing, to the consent of the Guarantor, which consent will not be unreasonably withheld or delayedCompany. 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 Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000500,000,000 and which appointment shall be subject, if no Default has occurred and is continuing, to the consent of the Company. 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 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 Banks and the Borrowers Borrower and may be removed at any time with or without cause by the Required LendersBanks upon receipt of written notice from the Required Banks to such effect. Upon receipt of notice of any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent from among the Lenders with the consentor Issuing Bank with, so long as no if an Event of Default has not occurred and is not continuing, the consent of the GuarantorBorrower, which consent will shall not be unreasonably withheld or delayedwithheld. If no successor Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, the Issuing Bank and the Borrower, appoint a successor Agent, which shall be a Lender that is a commercial bank organized under meeting the laws financial requirements of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000an Eligible Assignee. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, 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 Credit Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII VII 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 Credit Documents.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders other members of the Bank Group and the Borrowers Borrower and may be removed at any time with or without cause by the Required LendersMajority Banks. Upon any such resignation or removal, the Required Lenders Majority Banks shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedAgent. If no successor Agent shall have been so appointed by the Required LendersMajority Banks, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' Majority Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $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, subject to the requirement that such retiring Agent will execute such documents and take such actions as may be necessary or desirable to cause the successor Agent to be vested with all such rights, powers, privileges and duties. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. All costs and expenses incurred by the Bank Group in connection with any amendments or other documentation required by this Section 8.07 shall be paid by the Borrower pursuant to Section 9.04 hereof.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders Banks shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the GuarantorAgent, which consent will not shall be unreasonably withheld or delayedreasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Lenders, Banks 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 Agentresignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at a least $500,000,000100,000,000, 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 ’s resignation or removal hereunder as Agent, the provisions of this Article VIII Section 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. (a) The Agent may resign at any time by giving thirty (30) days' prior written notice thereof to the Lenders Banks and the Borrowers Borrowers, such resignation to be effective on the date specified therein and, on such date, the resigning Agent automatically shall be discharged from its duties under this Agreement and may be removed at the Loan Documents without requirement of any time with or without cause further action by the Required Lenderssuch resigning Agent. Upon any such resignation or removalresignation, the Required Lenders Banks shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedAgent. If no successor Agent shall have been so appointed by the Required Lendersappointed, and shall have accepted such appointment, within 30 ten (30) days after the retiring Agent's giving of such notice of resignation or the Required Lenders' removal of the retiring Agentremoval, then the retiring Agent mayAgent, on behalf of the LendersBanks, may, but shall not be obligated to, appoint a successor Agent, Agent which shall be either a Lender that is Bank or a commercial bank organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least $500,000,000100,000,000. Upon the acceptance appointment of any appointment as Agent hereunder by a successor AgentAgent and the acceptance by such successor Agent of its appointment, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring former 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 VIII 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 and under the Loan Documents. (b) Notwithstanding any other provision of this Agreement, the Notes or any Loan Document to the contrary, neither the Agent nor any of its directors, officers, employees or agents shall be liable to any Bank for any action taken or omitted to be taken by it or them under or in connection with this Section 9.10.

Successor Agent. The Except as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not shall be unreasonably withheld or delayedreasonably acceptable to Borrower. If no successor Agent shall have been so appointed by the Required LendersLenders (other than the resigning Agent), and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender that is a commercial bank or financial institution organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least $500,000,00050,000,000.00. After the payment in full of all Lender Obligations in favor of the A/B Lenders, or the acquisition of the A/B Loans by the Tranche C Lenders or other third parties, then the Agent shall have the right to immediately appoint one of the Tranche C Lenders as the Successor Agent. 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 AgreementAgreement and the other Lender Agreements. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII 15 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 Lender Agreements.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders Banks and the Borrowers Borrower and may be removed at any time with or without cause by with the written approval of the Required LendersBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, consent of the GuarantorBorrower, which consent will shall not be unreasonably withheld or delayedwithheld. If no successor Agent shall have has been so appointed by the Required LendersBanks, and shall have has accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor AgentAgent with the consent of the Borrower. (which shall not be unreasonably withheld), which successor Agent shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least five hundred million Dollars ($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 of the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its any further duties and obligations under this Agreementthe Credit Documents and the other Project Agreements. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII 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 may, at any time by giving time, resign upon twenty (20) days' written notice thereof to the Lenders and the Borrowers and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedAgent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then the resignation or the Required Lenders' removal of the retiring Agent, then Agent shall nonetheless thereupon be effective and the retiring Agent may, on behalf of the Lenders, appoint shall select a successor Agent, which shall be Agent provided such successor is a Lender that is hereunder or a commercial bank organized under the laws of the United States of America or of any State thereof and having has a combined capital and surplus of at least $500,000,000400,000,000 (or if no such successor shall have been so appointed by the retiring Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring Agent hereunder and under the other Credit Documents until such time, if any, as a successor Agent shall have been appointed and shall have accepted such appointment as provided for above). 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 under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Article VIII Section 10.9 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 may, as hereinafter provided, resign at any time by giving 45 days’ prior written notice thereof to the Lenders and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrowers. Upon any such resignation or removalresignation, the Required Lenders shall shall, after soliciting the view of the Borrowers, have the right to appoint another Lender as a successor Agent from among agent (the Lenders with “Successor Agent”) who shall be acceptable to the consentCanadian Borrower, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedacting reasonably. If no successor Successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent mayshall, on behalf of the Lenders, appoint a successor Agent, which Successor Agent who shall be a Lender that is a commercial bank organized under acceptable to the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000Canadian Borrower, acting reasonably. Upon the acceptance of any appointment as Agent hereunder by a successor Successor Agent, such successor 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 thereupon be discharged from its further duties and obligations as Agent under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VIII shall inure continue to enure to its benefit as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was Agent under this Agreementhereunder.

Successor Agent. The (a) Agent may may, upon thirty (30) days' notice to Lenders and Borrower, resign at any time (effective upon the appointment of a successor Agent) pursuant to the provisions of this Section 14.9 by giving written notice thereof to the Lenders and the Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right right, upon five (5) days' notice, to appoint a successor Agent from among the Lenders with the consentwhich, so long as if no Event of Default has occurred and is continuing, of the Guarantor, which consent will is acceptable to Borrower (such approval not to be unreasonably withheld or delayedwithheld). If no successor Agent shall have been so appointed by the Required LendersLenders and approved by Borrower, if applicable, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required Lendersresignation, then, upon five (5) days' removal of the retiring Agentnotice, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender that is bank or a trust company or other financial institution which maintains an office in the United States, or a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus thereof, or any affiliate of at least $500,000,000. such bank or trust company or other financial institution. (b) 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 Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII 14, Article 10 and Section 16.7 shall continue 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 Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not shall be unreasonably withheld or delayedreasonably acceptable to Borrower. 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 Agentresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender that is a commercial bank or financial institution organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least Five Hundred Million Dollars ($500,000,000) and which shall be reasonably acceptable to 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 AgreementAgreement and the other Loan Documents. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VIII Section 11 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 Agent may resign at any time by giving written may, upon thirty (30) days’ notice thereof to the Lenders Borrower and each Lender, and the Borrowers and may be removed at any time with or without cause by Agent will, upon the Required Lenders. Upon any such resignation or removal, direction of the Required Lenders (other than the Agent, in its individual capacity), resign as the Agent. If the Agent shall have resign, then the right to Required Lenders during such thirty (30) day period shall appoint a successor the Agent from among the Lenders (with the consent, consent of Borrower so long as no Default or Event of Default has occurred and is continuing) and if the Required Lenders direct the Agent to resign, such direction shall include an appointment of a successor the Guarantor, which Agent (with the consent will not be unreasonably withheld of Borrower so long as no Default or delayedEvent of Default has occurred and is continuing). If for any reason no successor the Agent shall have been so is appointed by the Required LendersLenders during such thirty (30) day period, and then effective upon the expiration of such thirty (30) day period, the Lenders shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal perform all of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $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, Agent hereunder and the retiring Agent Borrower shall be discharged from its duties make all payments in respect of the Loans and obligations under this Agreementhereunder directly to the applicable Lenders and for all purposes shall deal directly with the Lenders. After any retiring the Agent's ’s resignation or removal hereunder as the Agent, the provisions of this Article VIII IX 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 foregoing, ACFS agrees to remain the Agent under this Agreement until ACAS no longer owns any portion of the Loans or Notes.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers Borrower and may be removed at any time with or without cause by the Required Majority Lenders. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event prior consent of Default has occurred and is continuing, of the GuarantorBorrower, which consent will shall not be unreasonably withheld or delayed, provided that such consent of the Borrower shall not be required at any time an Event of Default exists. If no successor Agent shall have been so appointed by the Required Majority Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's ’s giving of notice of resignation or the Required 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 Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,0001,000,000,000. 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 as Agent under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article VIII 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 Borrowers and may be removed at any time with or without cause by the Required LendersBorrower. Upon any such resignation or removalresignation, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not shall be unreasonably withheld or delayedreasonably acceptable to Borrower. 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 Agentresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender that is a commercial bank or financial institution organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least Five Hundred Million Dollars ($500,000,000) and which shall be reasonably acceptable to 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 AgreementAgreement and the other Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VIII Section 11 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 Agent may resign at any time by giving written may, upon thirty (30) days' notice thereof to the Lenders Borrower and each Lender, and the Borrowers and may be removed at any time with or without cause by Agent will, upon the Required Lenders. Upon any such resignation or removal, direction of the Required Lenders (other than the Agent, in its individual capacity), resign as the Agent. If the Agent shall have resign, then the right to Required Lenders during such thirty (30) day period shall appoint a successor the Agent from among the Lenders (with the consent, consent of Borrower so long as no Default or Event of Default has occurred and is continuing) and if the Required Lenders direct the Agent to resign, such direction shall include an appointment of a successor the Guarantor, which Agent (with the consent will not be unreasonably withheld of Borrower so long as no Default or delayedEvent of Default has occurred and is continuing). If for any reason no successor the Agent shall have been so is appointed by the Required LendersLenders during such thirty (30) day period, and then effective upon the expiration of such thirty (30) day period, the Lenders shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal perform all of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $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, Agent hereunder and the retiring Agent Borrower shall be discharged from its duties make all payments in respect of the Loans and obligations under this Agreementhereunder directly to the applicable Lenders and for all purposes shall deal directly with the Lenders. After any retiring the Agent's resignation or removal hereunder as the Agent, the provisions of this Article VIII IX 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 foregoing, ACFS agrees to remain the Agent under this Agreement until ACAS no longer owns any portion of the Loans or Notes.

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided herein, the Agent may resign at any time by giving thirty (30) days written notice thereof to the Lenders Banks, the Swing Line Bank, the Floor Plan Agent and the Borrowers and may be removed at any time with or without cause by the Required LendersCompany. Upon any such resignation or removalresignation, the Required Lenders Banks shall have the right to appoint a successor Agent from among Agent, subject to the Lenders with the consent, so long as no Event of Default has occurred and is continuing, approval of the GuarantorCompany, which consent will approval shall not be unreasonably withheld or delayedwithheld. If no successor Agent shall have been so appointed by the Required LendersBanks, approved by the Company and shall have accepted such appointment, all within 30 thirty (30) calendar days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a Lender that is a commercial bank organized or licensed under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of at least Five Hundred Million Dollars ($500,000,000). Upon the acceptance of any appointment as Agent hereunder and under the Notes 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 Notes. After any retiring Agent's resignation or removal as the Agent hereunder as Agentand under the Notes, the 105 107 provisions of this Article VIII XII and Section 13.4 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 Notes.

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 and the Borrowers Borrower and the Agent may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall will have the right to appoint another Lender as a successor Agent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which consent will not be unreasonably withheld or delayedAgent. If no successor Agent shall have been so appointed by the Required Lenders, Lenders and shall have accepted such appointment, 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, and with the consent of the Borrower, which consent shall not be unreasonably withheld, appoint a successor Agent, which shall be a Lender that is a commercial bank organized under the laws of the United States of America U.S. or any state thereof or of any State thereof a foreign country if acting through its U.S. branch and having a combined capital and surplus of at least $500,000,000100,000,000. 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 VIII ARTICLE 12 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 Borrowers each Borrower and may be removed at any time with or without cause by the Required LendersMajority Lenders and such resignation or removal shall be effective upon the appointment of a successor Agent. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor Agent from among Agent, subject to the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, Company's approval (which consent will shall not be unreasonably withheld or delayedwithheld). If no successor Agent shall have been so appointed by the Required Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required 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 Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000250,000,000, subject to the Company's approval (which shall not be unreasonably withheld). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and 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 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 Borrowers Borrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent from among the Lenders with the consentwith, so long as no Event of Default has occurred and is continuing, the consent of the GuarantorBorrower, which consent will 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 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 Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $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 VIII 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.