Common use of Resignation of Agent Clause in Contracts

Resignation of Agent. The Agent may resign at any time by giving twenty (20) days prior written notice thereof to the Secured Parties and the Debtor. Upon any such resignation, the Required Secured Parties shall have the right to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtor. If no successor Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within fifteen (15) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Secured Parties, appoint a successor Agent. If no such successor can be found or appointed, a successor Agent may be appointed, upon application of the retiring Agent or any Secured Party, by any court of competent jurisdiction. 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, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving twenty (20) days prior written notice thereof to notifying the Secured Parties Lenders and the DebtorPrincipal Companies. Upon any such resignation, the Required Secured Parties Lenders shall have the right right, in consultation with the Principal Companies, to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtorsuccessor. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen (15) 30 days after the retiring Agent’s giving of Agent gives notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can , which institution shall be found a bank with an office in Los Angeles, California or appointedNew York, New York, with a successor Agent may be appointed, upon application combined capital and surplus of the retiring Agent or any Secured Party, by any court of competent jurisdictionat least $500,000,000. 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, privileges and duties of the retiring Agent, (or retired) Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, each Agent may resign at any time by giving twenty (20) days prior written notice thereof to the Secured Parties Lenders, the other Agents and the DebtorBorrower. Upon any such resignation, the Required Secured Parties Lenders shall have the right to appoint a successor to such Agent. Unless an , subject to the consent of the Borrower, only if no Event of Default is in existence, which consent shall have occurred and not be continuing, such successor Agent shall be reasonably acceptable to the Debtorunreasonably withheld or delayed. If no successor to such Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen thirty (1530) days after the retiring Agent’s giving of 's notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can be found or appointed, a Any successor Agent may shall be appointed, upon application a Lender hereunder or other bank or financial institution which has a combined capital and surplus of the retiring Agent or any Secured Party, by any court of competent jurisdictionat least $500,000,000. 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, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this ARTICLE 7 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder.

Resignation of Agent. The Agent may resign at any time by giving twenty (20) days prior written notice thereof to the Secured Parties and the Debtor. Upon any such resignation, the Required Secured Parties shall have the right to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtor. If no successor Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within fifteen (15) days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the Secured Parties, appoint a successor Agent. If no such successor can be found or appointed, a successor Agent may be appointed, upon application of the retiring Agent or any Secured Party, by any court of competent jurisdiction. 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, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving twenty (20) days prior written notice thereof to notifying the Secured Parties Lenders and the DebtorBorrowers. Upon any such resignation, the Required Secured Parties Lenders shall have the right right, in consultation with the Borrowers, to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtorsuccessor. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen (15) 30 days after the retiring Agent’s giving of Agent gives notice of its resignation, then the retiring Agent may, upon not less than ten days' notice, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can , which institution shall be found a bank with an office in Los Angeles, California or appointedNew York, New York, with a successor Agent may be appointed, upon application combined capital and surplus of the retiring Agent or any Secured Party, by any court of competent jurisdictionat least $500,000,000. 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, privileges and duties of the retiring Agent, (or retired) Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the Agent's resignation hereunder, the provisions of this Article 12 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving twenty thirty (2030) days days’ prior written notice thereof to the Secured Parties Lenders and the DebtorBorrowers. Upon any such resignation, the Required Secured Parties Lenders shall have the right to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent which shall be reasonably acceptable to the DebtorBorrowers and shall be a financial institution having a combined capital and surplus in excess of $1,000,000,000. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen thirty (1530) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can Agent which shall be found or appointed, reasonably acceptable to the Borrowers and shall be a successor Agent may be appointed, upon application financial institution having a combined capital and surplus in excess of the retiring Agent or any Secured Party, by any court of competent jurisdiction$1,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation, the provisions of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving twenty (20) days prior written notice thereof to the Secured Parties Lenders and the DebtorBorrower. Upon any such resignation, the Required Secured Parties Lenders shall have the right to appoint a successor AgentAgent meeting the requirements set forth herein. Unless an The Borrower shall have the right to approve such Agent so long as no Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtorexist. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen thirty (1530) days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can Agent which shall be found or appointed, a successor Agent may be appointed, upon application commercial bank organized under the laws of the retiring Agent or any Secured Party, by any court United States of competent jurisdictionAmerica having 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, privileges discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by upon giving twenty (20) days prior written notice thereof to the Secured Parties Lenders; provided, however, that such resignation shall not be effective until such time as the successor Agent is in place and the Debtorshall deliver written notice of such appointment to Borrower. Upon any such resignation, the Required Secured Parties Lenders shall have the right to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtor. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen (15) 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Secured Parties, Lenders appoint a successor Agent. If no such successor can , that shall be found or appointed, a successor Agent may be appointed, upon application of the retiring Agent or any Secured Party, by any court of competent jurisdictionsophisticated financial institution. 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, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving twenty (20) 30 days prior written notice thereof to the Secured Parties Lenders and the DebtorBorrower. Upon any such resignation, the Required Secured Parties Lenders shall have the right to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent which shall be reasonably acceptable to the DebtorBorrower and shall be a financial institution having a combined capital and surplus in excess of $150,000,000. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen (15) 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can Agent which shall be found or appointed, reasonably acceptable to the Borrower and shall be a successor Agent may be appointed, upon application financial institution having a combined capital and surplus in excess of the retiring Agent or any Secured Party, by any court of competent jurisdiction$150,000,000. 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, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation, the provisions of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided in this Section 12.06, the Agent may resign at any time by giving twenty (20) days prior written notice thereof to notifying the Secured Parties Lenders and the DebtorBorrower. Upon any such resignation, the Required Secured Parties Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtorsuccessor. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen (15) 30 days after the retiring Agent’s giving of Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can be found or appointed, a successor Agent may be appointed, upon application of the retiring Agent or any Secured Party, by any court of competent jurisdiction. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article XII and Section 13.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, either Agent may resign at any time by giving twenty (20) days 10 days' prior written notice thereof to the Secured Parties Lenders, the Issuing Bank and the DebtorBorrowers. Upon any such resignation, the Required Secured Parties Lenders shall have the right right, in consultation with the Borrowers, to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtorsuccessor. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen (15) 30 days after the retiring Agent’s giving of Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders and the Issuing Bank, appoint a successor Agent. If no Agent which shall be a bank with an office in Toronto, Ontario, or an Affiliate of any such successor can be found or appointed, a successor Agent may be appointed, upon application of the retiring Agent or any Secured Party, by any court of competent jurisdictionbank. 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, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Agent's resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving twenty (20) days prior written notice thereof to notifying the Secured Parties Holders and the DebtorCompany. Upon any such resignation, the Required Secured Parties Holders shall have the right to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtorsuccessor. If no successor Agent shall have been so appointed by the Required Secured Parties Holders and shall have accepted such appointment within fifteen (15) 30 days after the retiring Agent’s giving of Agent gives notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Secured PartiesHolders, appoint a successor Agent. If no such successor can , which institution shall be found or appointeda bank with an office in New York, New York, with a successor Agent may be appointed, upon application combined capital and surplus of the retiring Agent or any Secured Party, by any court of competent jurisdictionat least $50,000,000. 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, privileges and duties of the retiring Agent, (or retired) Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuer and such successor. After the Agent’s resignation hereunder, the provisions of this Section shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving twenty (20) days prior written notice thereof to the Secured Parties and the DebtorLenders. Upon any such resignation, the Required Secured Parties Lenders shall have the right to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor which Agent shall be reasonably acceptable to the DebtorBorrower. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen thirty (1530) days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders, appoint a successor Agent. If , which shall be a bank having a combined capital, surplus and retained earnings of not less than U.S. $500,000,000 and which shall be reasonably acceptable to Borrower; provided, however, that Borrower shall have no such successor can be found or appointed, right to approve a successor Agent may be appointed, upon application which is a Lender if an Event of the retiring Agent or any Secured Party, by any court of competent jurisdictionDefault has occurred and is continuing. 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, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving twenty (20) days prior written notice thereof to the Secured Parties Banks and the DebtorBorrower. Upon any such resignation, the Required Secured Parties Banks shall have the right to appoint a successor Agent. Unless an Event of Default Agent which shall have occurred an office in New York State and be continuing, such successor Agent shall be reasonably acceptable subject to the Debtorreasonable approval of the Borrower. If no successor Agent shall have been so appointed by the Required Secured Parties Banks and shall have accepted such appointment within fifteen (15) 30 days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesBanks, appoint a successor Agent, which shall be a bank which has an office in New York, New York. If no such successor can be found The Required Banks or appointed, a successor Agent may be appointed, upon application of the retiring Agent, as the case may be, shall upon the appointment of a Successor Agent or any Secured Partypromptly so notify the Borrower, by any court of competent jurisdictionthe Guarantors and the other Banks. 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, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation as Agent, the provisions of this Article 7 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving twenty (20) days prior written notice thereof to the Secured Parties Lenders and the DebtorDRC. Upon any such resignation, the Required Secured Parties Lenders shall have the right to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent which shall be reasonably acceptable satisfactory to the DebtorDRC. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen (15) 30 days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can Agent which shall be found or appointed, a successor Agent may Lender which has a combined capital and surplus of at least $500,000,000 and which shall be appointed, upon application of the retiring Agent or any Secured Party, by any court of competent jurisdictionreasonably satisfactory to DRC. 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, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After the retiring Agent's resignation hereunder as Agent, the provisions of this 12 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation of Agent. The Agent may resign at any time by giving twenty (20) days prior written notice thereof to the Secured Parties Lenders and the DebtorBorrowers. Upon any such resignation, the Required Secured Parties Lenders shall have the right to appoint a successor AgentAgent meeting the requirements set forth herein. Unless an The Borrowers shall have the right to approve such Agent so long as no Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtorexist. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen thirty (1530) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can Agent which shall be found or appointed, a successor Agent may be appointed, upon application commercial bank organized under the laws of the retiring Agent or any Secured Party, by any court United States of competent jurisdictionAmerica having 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 hereunder. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving twenty (20) days prior written notice thereof to the Secured Parties Lenders and the DebtorBorrower. Upon any such resignation, resignation the Required Secured Parties Lenders shall have the right to appoint a successor Agent. Unless an , subject to the consent of the Borrower, if no Event of Default is in existence, which consent shall have occurred and not be continuing, such successor Agent shall be reasonably acceptable to the Debtorunreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen (15) 30 days after the retiring Agent’s giving of 's notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders and after consultation with the Borrower, appoint a successor Agent. If no such successor can be found or appointed, a Any successor Agent may shall be appointed, upon application a Lender hereunder or other bank or financial institution which has a combined capital and surplus of the retiring Agent or any Secured Party, by any court of competent jurisdictionat 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, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this ARTICLE 7 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving twenty (20) days prior written notice thereof to notifying the Secured Parties Lenders and the DebtorCompany. Upon any such resignation, the Required Secured Parties Lenders shall have the right right, in consultation with the Company, to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtorsuccessor. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen (15) 30 days after the retiring Agent’s giving of Agent gives notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can , which institution shall be found a bank with an office in Los Angeles, California or appointedNew York, New York, with a successor Agent may be appointed, upon application combined capital and surplus of the retiring Agent or any Secured Party, by any court of competent jurisdictionat least $500,000,000. 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, privileges and duties of the retiring Agent, (or retired) Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section 17 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving twenty (20) days prior written notice thereof to the Secured Parties Lenders and the DebtorBorrowers. Upon any such resignation, the Required Secured Parties Lenders shall have the right to appoint a successor AgentAgent meeting the requirements set forth herein. Unless an The Borrowers shall have the right to approve such Agent so long as no Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtorexist. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen thirty (1530) days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can Agent which shall be found or appointed, a successor Agent may be appointed, upon application commercial bank organized under the laws of the retiring Agent or any Secured Party, by any court United States of competent jurisdictionAmerica having 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, privileges discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving twenty (20) 30 days prior written notice thereof to the Secured Parties Lenders and the DebtorBorrowers. Upon any such resignation, the Required Secured Parties Lenders shall have the right to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent which shall be reasonably acceptable to the DebtorBorrowers, and shall be a financial institution having a combined capital and surplus in excess of $1,000,000,000. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen (15) 30 days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can Agent which shall be found or appointed, reasonably acceptable to the Borrowers and shall be a successor Agent may be appointed, upon application financial institution having a combined capital and surplus in excess of the retiring Agent or any Secured Party, by any court of competent jurisdiction$1,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and prospective obligations hereunder. After any retiring Agent's resignation, the provisions of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by upon giving twenty (20) days prior written notice thereof to the Secured Parties Lenders; provided, however, that such resignation shall not be effective until such time as the successor Agent is in place and shall deliver written notice of such appointment to the DebtorBorrower. Upon any such resignation, the Required Secured Parties Lenders shall have the right to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtor. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen (15) 30 days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the Secured Parties, Lenders appoint a successor Agent. If no such successor can , that shall be found or appointed, a successor Agent may be appointed, upon application of the retiring Agent or any Secured Party, by any court of competent jurisdictionsophisticated financial institution. 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, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving twenty (20) days prior written notice thereof to the Secured Parties Lenders and the DebtorBorrowers. Upon any such resignation, resignation the Required Secured Parties 101 Lenders shall have the right to appoint a successor Agent. Unless an , subject to the consent of the Borrowers, if no Event of Default is in existence, which consent shall have occurred and not be continuing, such successor Agent shall be reasonably acceptable to the Debtorunreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen (15) 30 days after the retiring Agent’s giving of 's notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders and after consultation with the Borrowers, appoint a successor Agent. If no such successor can be found or appointed, a Any successor Agent may shall be appointed, upon application a Lender hereunder or other bank or financial institution which has a combined capital and surplus of the retiring Agent or any Secured Party, by any court of competent jurisdictionat 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, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this ARTICLE 7 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder.

Resignation of Agent. The Agent may resign at any time by giving twenty (20) days prior written notice thereof to the Secured Parties Lenders and the DebtorBorrower, such resignation being effective upon acceptance by a successor Agent of appointment. Upon receipt of any such notice of resignation, the Required Secured Parties Lenders shall have the right to appoint a successor AgentAgent from the Lenders party hereto meeting the requirements set forth herein. Unless an The Borrower shall have the right to approve such Agent so long as no Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtorexist. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen thirty (1530) days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can Agent which shall be found or appointed, a successor Agent may be appointed, upon application commercial bank organized under the laws of the retiring Agent or any Secured Party, by any court United States of competent jurisdictionAmerica having 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, privileges discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article XII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving twenty fifteen (2015) days prior written notice thereof to the Secured Parties Lenders and the DebtorBorrowers. Upon any such resignation, the Required Secured Parties Lenders shall have the right to appoint a successor Agent. Unless an Event Agent with the consent of Default Borrower, which consent shall have occurred and not be continuingunreasonably withheld, such successor Agent shall be reasonably acceptable to the Debtorconditioned or delayed. If no successor Agent shall have been so appointed by Lenders, and/or so consented to by Borrowers and the Required Secured Parties and shall have appointment accepted by such appointment successor Agent within fifteen (15) days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can be found (without the consent of Borrowers or appointed, Guarantors) a successor Agent may that shall be appointeda bank, upon application commercial finance company or other financial institution that shall have an office located in the continental United States of the retiring Agent or any Secured Party, by any court of competent jurisdictionAmerica. Upon the acceptance of any appointment as Agent hereunder by a successor AgentAgent in accordance with the terms hereof, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 12 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving twenty sixty (2060) days prior written notice thereof to the Secured Parties Lenders and the DebtorICT. Upon any such resignation, the Required Secured Parties Majority Lenders shall have the right to appoint a successor Agent. Unless an a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the DebtorICT. If no successor Agent shall have been so appointed by the Required Secured Parties Majority Lenders and shall have accepted such appointment within fifteen thirty (1530) days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can , which shall be found a financial institution having a rating of not less than A or appointed, a successor Agent may be appointed, upon application of the retiring Agent or any Secured Party, its equivalent by any court of competent jurisdictionStandard & Poor's Corporation. 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, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving twenty forty-five (2045) days prior written days’ notice thereof to the Secured Parties Agent, the Banks and the DebtorBorrower. Upon any such resignation, the Required Secured Parties Majority Banks shall have the right to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtorresigning Agent. If no successor Agent shall have been so appointed by the Required Secured Parties Majority Banks and shall have accepted such appointment within fifteen forty-five (1545) days after the retiring Agent’s giving of notice of resignation, then the retiring resigning Agent may, on behalf of the Secured PartiesBanks, appoint a successor Agent. If no such successor can , which shall be found or appointeda bank and which has capital, a successor Agent may be appointed, upon application surplus and undivided profits of the retiring Agent or any Secured Party, by any court of competent jurisdictionat 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, privileges and duties of the retiring resigning Agent, and the retiring resigning Agent shall be discharged from its duties and obligations hereunder. After the resigning Agent’s resignation hereunder, the provisions of this Section 10 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving twenty (20) days prior written notice thereof to notifying the Secured Parties Lenders and the DebtorCompany. Upon any such resignation, the Required Secured Parties Lenders shall have the right right, in consultation with the Company, to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtorsuccessor. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen (15) 30 days after the retiring Agent’s giving of Agent gives notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can , which institution shall be found a bank with an office in Los Angeles, California or appointedNew York, New York, with a successor Agent may be appointed, upon application combined capital and surplus of the retiring Agent or any Secured Party, by any court of competent jurisdictionat least $500,000,000. 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, privileges and duties of the retiring Agent, (or retired) Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving twenty (20) days prior written notice thereof to the Secured Parties and the DebtorLenders. Upon any such resignation, the Required Secured Parties Majority Lenders shall have the right to appoint a successor Agent. Unless an , which, provided that no Event of Default shall have has occurred and be is continuing, such successor Agent shall be reasonably acceptable to the DebtorBorrower. If no successor Agent shall have been so appointed by the Required Secured Parties Majority Lenders and shall have accepted such appointment within fifteen thirty (1530) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders, appoint a successor Agent. If , which (a) shall be a bank having a combined capital, surplus and retained earnings of not less than U.S. $500,000,000 and (b) provided that no such successor can Event of Default has occurred and is continuing, shall be found or appointed, a successor Agent may be appointed, upon application of the retiring Agent or any Secured Party, by any court of competent jurisdictionreasonably 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, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation as Agent, the provisions of this Section VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving twenty (20) days prior written notice thereof to the Secured Parties Banks and the DebtorBorrower; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation, the Required Secured Parties Banks shall have the right to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtor. If no successor Agent shall have been so appointed by the Required Secured Parties Banks and shall have accepted such appointment within fifteen thirty (1530) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesBanks, appoint a successor Agent. If no such successor can be found The Required Banks or appointedthe retiring Agent, as the case may be, shall upon the appointment of a successor Agent may be appointed, upon application of promptly so notify the retiring Agent or any Secured Party, by any court of competent jurisdictionBorrower and the other Banks. 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, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and any other Loan Document. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article 10 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving twenty (20) days prior written notice thereof to notifying the Secured Parties Lenders and the DebtorPrincipal Companies. Upon any such resignation, the Required Secured Parties Lenders shall have the right right, in consultation with the Principal Companies, to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtorsuccessor. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen (15) 30 days after the retiring Agent’s giving of Agent gives notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can , which institution shall be found a bank with an office in Los Angeles, California or appointedNew York, New York, with a successor Agent may be appointed, upon application combined capital and surplus of the retiring Agent or any Secured Party, by any court of competent jurisdictionat least $500,000,000. 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, privileges and duties of the retiring Agent, (or retired) Agent and the retiring Agent shall be discharged from its duties and obligations hereunder.. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Second Amended & Restated Credit Agreement

Resignation of Agent. The Agent may resign at any time by giving twenty ----------- -- ----- sixty (2060) days prior written notice thereof to the Secured Parties Banks and the DebtorBorrowers. Upon any such resignation, the Required Secured Parties Banks shall have the right to appoint a successor Agent. Unless an Event Agent with the consent of Default shall have occurred and be continuingthe Borrowers, such successor Agent shall consent not to be reasonably acceptable to the Debtorunreasonably withheld. If no successor Agent shall have been so appointed by the Required Secured Parties Banks and shall have accepted such appointment within fifteen thirty (1530) days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesBanks, appoint a successor Agent. If no such successor can , which shall be found or appointed, a successor Agent may be appointed, upon application financial institution having a combined capital and surplus in excess of the retiring Agent or any Secured Party, by any court of competent jurisdiction$150,000,000. 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, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Any new Agent appointed pursuant to this (S)14.7 shall immediately issue new Letters of Credit in place of Letters of Credit previously issued by the Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving twenty (20) days prior written notice thereof to the Secured Parties and the DebtorLenders. Upon any such resignation, the Required Secured Parties Majority Lenders shall have the right to appoint a successor Agent. Unless an , which, provided that no Event of Default shall have has occurred and be is continuing, such successor Agent shall be reasonably acceptable to the DebtorBorrower. If no successor Agent shall have been so appointed by the Required Secured Parties Majority Lenders and shall have accepted such appointment within fifteen thirty (1530) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders, appoint a successor Agent. If , which (a) shall be a bank having a combined capital, surplus and retained earnings of not less than U.S. $500,000,000.00 and (b) provided that no such successor can Event of Default has occurred and is continuing, shall be found or appointed, a successor Agent may be appointed, upon application of the retiring Agent or any Secured Party, by any court of competent jurisdictionreasonably 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, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation as Agent, the provisions of this Section VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving twenty as the Agent upon thirty (2030) days prior written notice thereof to the Secured Parties Lenders, and such resignation shall be effective on the Debtor. Upon earlier of (a) the appointment of a successor Agent by the Lenders or (b) the date on which such thirty (30)-day period expires (except that in the case of any such resignationcollateral security held by the Agent, the Required Secured Parties Agent shall have continue to hold such collateral security until such time as a successor is appointed). If the right Agent provides the Lenders with notice of its intention to resign as Agent, the Lenders agree to appoint a successor Agent. Unless an to the Agent as promptly as possible thereafter (which successor to the Agent if other than a Lender shall be subject to the reasonable satisfaction of the Company so long as no Default or Event of Default shall have occurred and be continuingexists), whereupon such successor Agent shall be reasonably acceptable to the Debtor. If no successor Agent shall have been so appointed by the Required Secured Parties and shall have accepted such appointment within fifteen (15) days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Secured Parties, appoint a successor Agent. If no such successor can be found or appointed, a successor Agent may be appointed, upon application of the retiring Agent or any Secured Party, by any court of competent jurisdiction. 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, privileges powers and duties of the retiring Agent, and the retiring term “Agent” shall mean such successor effective upon its appointment. Upon the effective date of an Agent’s resignation, such Agent’s rights, powers and duties as Agent hereunder immediately shall be discharged from its duties and obligations terminate, without any other or further act or deed on the part of such former Agent or any of the parties to this Financing Agreement. After an Agent’s resignation hereunder, the provisions of this Section 14 shall continue to inure to such Agent’s benefit as to any actions taken or not taken by such Agent while acting as the Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided in this Section 12.08, the Agent may resign at any time by giving twenty (20) days prior written notice thereof to notifying the Secured Parties Lenders and the DebtorCompany. Upon any such resignation, the Required Secured Parties Lenders shall have the right to appoint a successor Agent. Unless successor; provided, however, that for so long as an Event of Default shall not have occurred and be continuing, such successor Agent appointment shall be reasonably acceptable to made in consultation with the DebtorCompany. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen (15) 30 days after the retiring Agent’s giving of resigning Agent gives notice of its resignation, then the retiring resigning Agent may, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such successor can be found or appointed, a successor Agent may be appointed, upon application of the retiring Agent or any Secured Party, by any court of competent jurisdictionbank. 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, privileges and duties of the retiring resigning Agent, and the retiring resigning Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent's resignation hereunder, the provisions of this Article and Section 13.03 shall continue in effect for the benefit of such resigning Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving twenty (20) days prior written notice thereof to the Secured Parties Lenders and the DebtorBorrower. Upon any such resignation, the Required Secured Parties Lenders shall have the right to appoint a successor Agent. Unless an Event Agent with the consent of Default Borrower, which consent shall have occurred and not be continuingunreasonably withheld, such successor Agent shall be reasonably acceptable to the Debtorconditioned or delayed. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders, and/or so consented to by Borrower and shall have the appointment accepted by such appointment successor Agent within fifteen thirty (1530) days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can be found or appointed, (without the consent of Borrower) a successor Agent may that shall be appointeda bank, upon application of the retiring Agent commercial finance company or any Secured Party, by any court of competent jurisdictionother financial institution. Upon the acceptance of any appointment as Agent hereunder by a successor AgentAgent in accordance with the terms hereof, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 13 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of successor Agent as provided below, Agent may resign at any time by upon giving twenty (20) days prior written notice thereof to the Secured Parties Lenders; provided, however, that such resignation shall not be effective until such time as the successor Agent is in place and the Debtorshall deliver written notice of such appointment to Borrower. Upon any such resignation, the Required Secured Parties Lenders shall have the right to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtor. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen (15) 30 days after the retiring Agent’s giving of notice of resignation, then the retiring Agent may, on behalf of the Secured Parties, Lenders appoint a successor Agent. If no such successor can , that shall be found or appointed, a successor Agent may be appointed, upon application of the retiring Agent or any Secured Party, by any court of competent jurisdictionsophisticated financial institution. 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, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article XII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving twenty (20) days prior written notice thereof to the Secured Parties Lenders and the DebtorBorrowers. Upon any such resignation, the Required Secured Parties Lenders shall have the right to appoint a successor AgentAgent meeting the requirements set forth herein. Unless an The Borrowers shall have the right to approve such Agent so long as no Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtorexist. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen thirty (1530) days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can Agent which shall be found or appointed, a successor Agent may be appointed, upon application commercial bank organized under the laws of the retiring Agent or any Secured Party, by any court United States of competent jurisdictionAmerica having 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 hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Agent may resign at any time by giving twenty (20) days prior written notice thereof to the Secured Parties Lenders and the DebtorBorrower. Upon any such resignation, the Required Secured Parties Lenders shall have the right to appoint a successor AgentAgent meeting the requirements set forth herein. Unless an The Borrower shall have the right to approve such Agent so long as no Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtorexist. If no successor Agent shall have been so appointed by the Required Secured Parties Lenders and shall have accepted such appointment within fifteen thirty (1530) days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can Agent which shall be found or appointed, a successor Agent may be appointed, upon application commercial bank organized under the laws of the retiring Agent or any Secured Party, by any court United States of competent jurisdictionAmerica having 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, privileges discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving twenty (20) days prior written notice thereof to the Secured Parties Lenders and the DebtorBorrower. Upon any such resignation, the Required Secured Parties Lenders shall have the right to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtor. If no successor Agent shall have been so appointed by Lenders, and the Required Secured Parties and shall have appointment accepted by such appointment successor Agent within fifteen thirty (1530) days after the retiring Agent’s 's giving of notice of resignation, then the retiring Agent may, on behalf of the Secured PartiesLenders, appoint a successor Agent. If no such successor can be found or appointed, (without the consent of Borrower) a successor Agent may that shall be appointeda bank, upon application of the retiring Agent commercial finance company or any Secured Party, by any court of competent jurisdictionother financial institution. Upon the acceptance of any appointment as Agent hereunder by a successor AgentAgent in accordance with the terms hereof, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 12 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.