Successor Deal Agent, Paying Agent or Registrar. Each of the Deal Agent, the Paying Agent and the Registrar may resign at any time by giving written notice thereof to each Bank Investor, the Company and the Issuer and may be removed at any time with cause by the Majority Investors. Upon any such resignation or removal, the Company and the Majority Investors shall appoint a successor Deal Agent, Paying Agent or Registrar, as the case may be. The Company and each Bank Investor agrees that it shall not unreasonably withhold or delay its approval of the appointment of a successor Deal Agent, Paying Agent or Registrar, as the case may be. If no such successor Deal Agent, Paying Agent or Registrar, as the case may be, shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Deal Agent's, Paying Agent's or Registrar's, as the case may be, giving of notice of resignation or the Majority Investors' removal of the retiring Deal Agent, Paying Agent or Registrar, as the case may be, then the retiring Deal Agent, Paying Agent, or Registrar, as the case may be, may, on behalf of the Company and the Bank Investors, appoint a successor Deal Agent, Paying Agent, or Registrar, as the case may be, which successor Deal Agent, Paying Agent, or Registrar, as the case may be, shall be either (i) a commercial bank organized under the laws of the United States or of any state thereof and have a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Deal Agent, Paying Agent, or Registrar, as the case may be, hereunder by a successor Deal Agent, Paying Agent, or Registrar, as the case may be, such successor Deal Agent, Paying Agent, or Registrar, as the case may be, shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Deal Agent, Paying Agent, or Registrar, as the case may be, and the retiring Deal Agent, Paying Agent, or Registrar, as the case may be, shall be discharged from its duties and obligations under this Agreement. After any retiring Deal Agent's, Paying Agent's, or Registrar's, as the case may be, resignation or removal hereunder as Deal Agent, Paying Agent, or Registrar, as the case may be, the provisions of this Article V shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Deal Agent, Paying Agent, or Registrar, as the case may be, under this Agreement.
