Common use of Resignation or Removal of Agent Clause in Contracts

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, the Agent may resign at any time by notifying the Lenders, each Issuing Bank and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing Bank, appoint a successor Agent. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall 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 XI and Section 12.03 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 or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof to the Lenders, each Issuing Bank Lenders and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Majority Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 11 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank and the BorrowerBanks, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, which Agent shall be reasonably acceptable to Borrower. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBank Parties, appoint a successor Agent, which shall be (a) a bank having a combined capital, surplus and retained earnings of not less than U.S. $250,000,000 and (b) shall be reasonably acceptable to Borrower; provided, however, that Borrower shall have no right to approve a successor Agent which is a Bank if an Event of Default has occurred and is continuing. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 VII shall continue in effect for the its 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 it while it was acting as Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent’s giving of notice of its resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor AgentAgent reasonably acceptable to the Borrower; provided, however, that if an Event of Default has occurred which has not been waived or cured to the satisfaction of the Agent and the Required Lenders, the Borrower’s approval of a successor Agent shall not be required. Any successor Agent shall be a Lender which has an office in the United States with a combined capital and surplus of at least $2,000,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a Such successor Agent shall be the same as those payable promptly specify by notice to its predecessor unless otherwise agreed between the Borrower and such successorthe Lenders its office for the purpose of any notices and payments hereunder. After the any retiring Agent’s resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 9 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent Agent, as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof to the Lenders, each Issuing Bank Lending Parties and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersCompany. Upon any such resignation or removalresignation, the Majority Lenders Lending Parties shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, which must be located in the United States of America. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation or removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLending Parties, appoint a successor agent which must be located in the United States of America. The Lending Parties or the retiring Agent, as the case may be, shall upon the appointment of a successor agent promptly so notify the Company. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable , except for any liability arising from gross negligence or willful misconduct prior to such discharge as determined 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 successorcourt of competent jurisdiction in a final, nonappealable order. After the any retiring Agent’s resignation hereunderhereunder as Agent, the provisions of this Article XI and Section 12.03 Agreement shall continue in effect for the its 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 it while it was acting as Agent. Lender may, with cause, remove Agent as agent hereunder and appoint a successor Agent, which must be located in the United States of America.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks, with the prior written consent of the Borrower (which shall not be unreasonably withheld or delayed) shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, with the prior written consent of the Borrower (which shall not be unreasonably withheld or delayed), on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent. Any successor Agent shall be a bank which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 VII shall continue in effect for the its 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 it while it was acting as Agentthe Agent hereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent from among the Banks. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Banks. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 11 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Lenders and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Majority LendersXxxxxxx. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent with the prior consent of the Company (which consent shall not be unreasonably withheld); PROVIDED, that no such consent of the Company shall be required if an Event of Default has occurred and is continuing and the Commitments have been terminated and/or the Loans and other amounts payable by the Company hereunder have been declared to be forthwith due and payable. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent, that shall be a bank with a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 10 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof to the LendersBanks, the Borrower and each Issuing Bank and the BorrowerGuarantor, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks; provided that the Borrower, each Guarantor and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, which, unless an Event of Default shall have occurred and be continuing, shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, which shall be a bank which has an office in New York, New York and assets in an amount not less than One Billion ($1,000,000,000) Dollars, which, unless an Event of Default shall have occurred and be continuing, shall be reasonably acceptable to the Borrower. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of The Required Banks or the retiring Agent, and as the retiring Agent case may be, shall be discharged from its duties and obligations hereunder. The fees payable by upon the Borrower to appointment of a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between promptly so notify the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 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.other

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, subject to the consent of the Borrower (which shall not be unreasonably withheld or delayed), except that no such consent shall be required during the continuance of a Default. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, subject to the consent of the Borrower (which shall not be unreasonably withheld or delayed), except during the continuance of a Default. Any successor Agent shall be a bank which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 VII shall continue in effect for the its 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 it while it was acting as Agentthe Agent hereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, the The Agent may resign at any time by notifying giving sixty (60) days prior written notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersCompany. Upon any such resignation or removalresignation, the Majority Lenders Banks, with the prior written consent of the Company (which consent shall not be unreasonably withheld), shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent; provided that no such consent of the Company shall be required if a Default or Event of Default has occurred and is then continuing. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation or removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard and Poor's. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent both as Agent and Swing Line Bank (including without limitation the rights, powers, privileges and duties of the retiring Agent with respect to such Agent's commitment to issue Letters of Credit pursuant to 5), 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 any retiring Agent’s resignation hereunder's resignation, the provisions of this Article XI and Section 12.03 Agreement shall continue in effect for the its 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 it while it was acting as Agent. In the event of a material breach of its duties hereunder, the Agent may be removed by the Banks for cause and the provisions of this 16.11 shall apply to the appointment of a successor.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the any Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Lenders and the BorrowerBorrowers, and the any Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent reasonably acceptable to the Borrowers. If no successor Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent’s giving of notice of its resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing Bankapplicable Lenders, appoint a successor AgentAgent reasonably acceptable to the Borrowers; provided, however, that if an Event of Default has occurred which has not been waived or cured to the satisfaction of the Administrative Agent and the Required Lenders, the Borrowers’ approval of a successor Agent shall not be required. Any successor Agent shall be a Lender which has an office in the United States with a combined capital and surplus of at least $2,000,000,000. Upon the acceptance of its any appointment as an Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a Such successor Agent shall be promptly specify by notice to the same as those payable to Borrowers and the Lenders its predecessor unless otherwise agreed between office for the Borrower purpose of any notices and such successorpayments hereunder. After the any retiring Agent’s resignation hereunderor removal hereunder as an Agent, the provisions of this Article XI and Section 12.03 9 shall continue in effect for the its 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 it while it was acting as the Applicable Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time after consultation with Xx. Xxxxxx by notifying giving written notice thereof to the Lenders, each Issuing Bank Banks and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks; provided that the Borrowers and the other Banks shall be promptly notified thereof; provided, further, that, so long as the Commitment Percentage of [***] is less than or equal to [***]%, [***] may additionally be removed as Agent at any time with or without cause by the unanimous consent of the other Banks and, so long as no Event of Default is then continuing, the Borrowers. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint from among the Banks a successorsuccessor Agent and, so long as no Event of Default is then continuing, such appointment shall be subject to the approval by the Borrowers, which approval shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and, if applicable, approved by the Borrowers, and shall have accepted such appointment within 30 days after the retiring Agent gives Agent’s giving of notice of its resignation or the Required Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent and, so long as no Event of Default is then continuing, such successor Agent shall be subject to the approval by the Borrowers, which approval shall not be unreasonably withheld, delayed or conditioned. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrowers and the other Banks. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. 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 hereunder from and after such successordate. After the any retiring Agent’s resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 10 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent; provided, that, so long as no Event of Default shall have occurred and then be continuing, the Borrower shall have the right to consent to any successor Agent (which consent (x) in the case of any Bank being appointed successor Agent, shall not be unreasonably withheld, and (y) in the case of the appointment of any other Person as successor Agent, may be withheld in the discretion of the Borrower). If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent. Any successor Agent shall be a bank which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 VII shall continue in effect for the its 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 it while it was acting as Agentthe Agent hereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank and the BorrowerBanks, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, which Agent (if not a Bank) shall be reasonably acceptable to Borrower; PROVIDED, HOWEVER, that Borrower shall have no right to approve a successor Agent if a Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, which shall be a bank having a combined capital, surplus and retained earnings of not less than U.S. $500,000,000 and which successor Agent (if not a Bank) shall be reasonably acceptable to Borrower; PROVIDED, HOWEVER, that Borrower shall have no right to approve a successor Agent if a Default has occurred and is continuing. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. 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 hereunder for matters arising after such successoracceptance. After the any retiring Agent’s 's resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 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.this

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, the Agent may resign at any time by notifying the giving thirty (30) days prior written notice thereof to Borrower and Lenders, each Issuing Bank and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, which Agent, if not a Lender, shall be reasonably acceptable to Borrower; provided, however, that Borrower shall have no right to approve a successor Agent if a Default has occurred and is continuing. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days of after the retiring Agent gives notice of its resignation or removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing Bank, appoint a successor Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, at which point (and not earlier) the retiring Agent shall be discharged from its the duties and obligations thereafter arising 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 any retiring Agent’s resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 VII shall continue in effect for the its 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 it while it was acting as Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, which shall be a bank which has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Banks. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 10 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof at least ten Business Days prior thereto to the Lenders, each Issuing Bank Banks and the BorrowerCo-Borrowers, the Agent may be removed at any time with cause by the Required Banks and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks if with the prior written consent of the Co-Borrowers; provided that the Co-Borrowers and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, which shall be a Bank. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Co-Borrowers and the other Banks. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 8 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, which shall be a bank which has an office in New York, New York or Boston, Massachusetts. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Banks. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 11 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06Agent, the Agent may (a) resign at any time anytime by notifying giving thirty (30) days’ prior written notice thereof to the Lenders, each Issuing Bank Lenders and the Borrower, and the Agent may (b) be removed at any time with by Requisite Lenders (excluding from such calculation other than Agent in its capacity as a Lender) by giving written notice thereof to Agent and Borrower in the event that Agent performs its duties hereunder in a manner constituting gross negligence or without cause by the Majority Lenderswillful misconduct. Upon any such resignation or removal, the Majority Requisite Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to Borrower. If no successor Agent shall have been so appointed by the Majority Requisite Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives notice of its resignation or removal of the retiring Agentremoval, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent, which shall be a Lender or which meets the requirements of an Eligible Assignee. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring prior Agent, and the retiring prior Agent shall be discharged from its duties and obligations hereunder. The fees payable by as Agent under this Agreement and the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorother Loan Documents. After the any Agent’s resignation hereunderor removal, the provisions of this Article XI Agreement and Section 12.03 the other Loan Documents shall continue in effect for the its 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 it while it was acting as Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the either Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Loan Participants and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removalof the Senior Agent, the Majority Lenders Senior Holders shall have the rightright to appoint a successor Senior Agent which shall be, in consultation with so long as no Event of Default is continuing, reasonably acceptable to the Borrower, upon any such resignation of the Junior Agent, the Majority Junior Holders shall have the right to appoint a successorsuccessor Junior Agent which shall be, so long as no Event of Default is continuing, reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders Senior Holders or the Majority Junior Holders, as the case may be, and shall have accepted such appointment within 30 days after the retiring Agent gives Agent’s giving of notice of its resignation or removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLoan Participants, appoint a successor Agent. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. 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 retiring Agent’s resignation hereunderhereunder as Agent, the provisions of this Article XI and Section 12.03 14 shall continue in effect for the its 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 it while it was acting as Agent. The Borrower consents to any change in the identity of such Agent on the International Registry as a result of the appointment of a successor Agent pursuant to this Section 14(h), and if required by the International Registry to reflect such change, will provide its further consent thereto.

Resignation or Removal of Agent. Subject The Agent may, by written notice to the appointment Holders, at any time resign its agency under this Section 13. The Required Holders may remove the Agent by written notice to the Agent. No such resignation or removal shall become effective, unless and acceptance of until a successor Agent as provided in under this Section 11.06Agreement is appointed and has accepted the appointment, the with such successor Agent may resign at any time by notifying the Lenders, each Issuing Bank and the Borrower, and the Agent may to be removed at any time with or without cause appointed by the Majority Lenders. Upon any such resignation or removalRequired Holders; provided, the Majority Lenders shall have the righthowever, in consultation with the Borrower, to appoint a successor. If that if no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving notice of its resignation or removal after notice to the retiring Agent of the retiring Agent's removal, as the case may be, then the retiring Agent maymay apply to any court of competent jurisdiction, on behalf at the expense of the Lenders and each Issuing BankHolders, to appoint a successor AgentAgent to act until such time as a successor shall have been appointed by the Holders. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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 any further duties and obligations hereunderunder this Agreement except the duty to execute and deliver any documents necessary to vest or confirm the vesting of such rights, powers, privileges, and duties in such successor Agent and to deliver possession of any Collateral in the possession of such retiring Agent to such successor Agent. The fees payable by After the Borrower retiring Agent's resignation or removal hereunder as Agent, each reference herein to a successor place for giving of notice or deliveries to the Agent shall be deemed to refer to the same principal office of the successor Agent or such other office of the successor Agent as those payable it may specify to its predecessor unless otherwise agreed between the Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 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 Agenteach party hereto.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof at least ten Business Days prior thereto to the Lenders, each Issuing Bank Banks and the BorrowerCo-Borrowers, the Agent may be removed at any time with cause by the Required Banks and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks if with the prior written consent of the Co-Borrowers; provided that the Co-Borrowers and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, which shall be a Bank. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Co-Borrowers and the other Banks. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 11 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, the Agent may resign at any time by notifying the giving thirty (30) days prior written notice thereof to Borrowers and Lenders, each Issuing Bank and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, which Agent, if not a Lender, shall be reasonably acceptable to Borrowers; provided, however, that Borrowers shall have no right to approve a successor Agent if a Default has occurred and is continuing. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days of after the retiring Agent gives notice of its resignation or removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing Bank, appoint a successor Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, at which point (and not earlier) the retiring Agent shall be discharged from its the duties and obligations thereafter arising 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 any retiring Agent’s resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 VII shall continue in effect for the its 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 it while it was acting as Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof at least 30 Banking Days prior thereto to the Lenders, each Issuing Bank Banks and the Borrower, the Agent may be removed at any time with cause by the Required Banks and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks if with the prior written consent of the Borrower; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, which shall be a Bank. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a Successor Agent promptly so notify the Borrower and the other Banks. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by retiring Agent shall execute all documents or instruments of assignment as shall be necessary to vest in the Borrower to a successor Agent shall be all rights of the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorretiring Agent hereunder. After the any retiring Agent’s 's resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 11 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 11.06below, the Administrative Agent may resign at any time by notifying giving not less than 30 days’ prior written notice thereof to the Lenders, each Issuing Bank Lenders and the Borrower, Borrower and the Administrative Agent may be removed at any time with or without cause by the Majority LendersRequired Lenders subject to the approval (not to be unreasonably withheld or delayed) of the Borrower (unless an Event of Default has occurred and is continuing). Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Administrative Agent’s giving of notice of its resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and each Issuing BankLenders, after consultation with the Borrower, appoint a successor AgentAdministrative Agent which shall be a bank with a combined capital and surplus of at least $100,000,000. Upon the acceptance of its any appointment as Administrative Agent hereunder by a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative 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 any retiring Administrative Agent’s resignation hereunderor removal hereunder as Administrative Agent, the provisions of this Article XI and Section 12.03 9 shall continue in effect for the its 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 it while it was acting as the Administrative Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the either Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Purchasers and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersOwner. Upon any such resignation or removalof the Senior Agent, the Majority Lenders Senior Holders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Senior Agent which shall be, so long as no Event of Default has occurred and is continuing, reasonably acceptable to the Lessee, and upon any such resignation of the Junior Agent, the Majority Junior Holders shall have the right to appoint a successor Junior Agent which shall be, so long as no Event of Default has occurred and is continuing, reasonably acceptable to the Lessee. If no successor Agent shall have been so appointed by the Majority Lenders Senior Holders or the Majority Junior Holders, as the case may be, and shall have accepted such appointment within 30 days after the retiring Agent gives Agent’s giving of notice of its resignation or removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders and each Issuing BankPurchasers, appoint a successor Agent. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. 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 retiring Agent’s resignation hereunderhereunder as Agent, the provisions of this Article XI and Section 12.03 15 shall continue in effect for the its 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 it while it was acting as Agent. The Owner consents to any change in the identity of such Agent on the International Registry as a result of the appointment of a successor Agent pursuant to this Section 15(h), and if required by the International Registry to reflect such change, will provide its further consent thereto.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, the Agent may resign at any time by notifying the Lenders, each Issuing Bank giving thirty (30) days prior written notice thereof to Lessee and the BorrowerParticipants, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Participants; provided, however, that Agent shall not resign and may not be removed without cause prior to the Commitment Termination Date without the consent of Lessee unless a Change of Law makes it unlawful or unreasonably burdensome for Agent to continue to act in such capacity. Upon any such resignation or removal, the Majority Lenders Required Participants shall have the right, in consultation with the Borrower, right to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing Bank, appoint a successor Agent, which Agent, if not a Participant, shall be reasonably acceptable to Lessee; provided, however, that Lessee shall have no right to approve a successor Agent if a Default has occurred and is continuing. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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 the duties and obligations thereafter arising hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI Section VI and Section 12.03 any other provision of this Agreement or any other Operative Document which by its terms survives the termination of this Agreement shall continue in effect for the its 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 it while it was acting as Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent. Any successor Agent shall be a bank which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 VII shall continue in effect for the its 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 it while it was acting as Agentthe Agent hereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, the Agent may resign at any time by notifying the giving thirty (30) days prior written notice thereof to Borrowers and Lenders, each Issuing Bank and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, which Agent, if not a Lender, shall be reasonably acceptable to Borrowers; provided, however, that Borrowers shall have no right to approve a successor Agent if a Default has occurred and is continuing. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days of after the retiring Agent gives notice of its resignation or removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing Bank, appoint a successor Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, at which point (and not earlier) the retiring Agent shall be discharged from its the duties and obligations thereafter arising hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 VII shall continue in effect for the its 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 it while it was acting as Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent. Upon the acceptance of its such appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 shall continue in effect for the its 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 it while it was acting as the Agent. Notwithstanding anything in this Section 11.08 to the contrary, but expressly subject to the provisions of Section 11.09 of Annex I, the Agent shall not resign or be removed under this Agreement unless the Agent resigns or is removed as agent under the Annex I. In each such case, the successor Agent that is appointed under this Agreement and Annex I shall be the same until such time as the Tranche B Credit Facility and the Tranche B Loan Documents are assigned pursuant to Section 12.17 hereof.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time anytime by notifying giving not less than 30 days’ prior written notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, a Borrower and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent’s giving of notice of its resignation or the Required Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, after consultation with Parent, appoint a successor AgentAgent which shall be a bank that has an office in New Jersey with a combined capital and surplus of at least $100,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. 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 any retiring Agent’s resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 9 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject AT&T-CFC (or any other Agent hereunder), may resign as the Agent at any time by giving thirty (30) days' prior written notice thereof to the Lenders and the Borrowers. Any such resignation or removal shall take effect at the end of such thirty (30) day period or upon the earlier appointment and acceptance of a successor Agent as provided in this Section 11.06, the Agent may resign at any time by notifying the Lenders, each Issuing Bank and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersLenders as provided below. Upon any such resignation or removalresignation, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed agent from among the Lenders or, if such appointment is deemed inadvisable or impractical by the Majority Lenders Lenders, another financial institution with a combined capital and shall have accepted such appointment within 30 days after the retiring Agent gives notice surplus of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing Bank, appoint a successor Agentat least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent. After the effective date of the resignation of an Agent hereunder, 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, provided that the provisions of this Article XI and Section 12.03 ARTICLE X shall continue in effect for the its 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 it while it was acting as the Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrowers agree to make each payment due to the Agent hereunder and under the Notes, if any, directly to each Lender entitled thereto, pursuant to written instructions provided by the retiring Agent, and to provide copies of each certificate or other document required to be furnished to the Agent hereunder, if any, directly to each Lender.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no such successor Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor AgentAgent which shall be a bank with an office (or having an affiliate with an office) in New York, New York, having a combined capital and surplus of not less than $500,000,000. Upon the acceptance of its any appointment as an Agent hereunder by a successorsuccessor 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 such 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 any retiring Agent’s 's resignation or removal hereunder, the provisions of this Article XI and Section 12.03 16 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time (both as Agent and as Collateral Agent) by notifying giving notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, Borrower and the Agent (both as Agent and as Collateral Agent) may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent (both as Agent and as Collateral Agent). If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent (both as Agent and as Collateral Agent). Any successor Agent shall be a bank which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by , and the Borrower to a successor retiring Agent shall be cooperate in the same as those payable execution and recording of any amendments to its predecessor unless otherwise agreed between the Borrower and such successorSecurity Documents which are necessary to reflect the identity of the successor Collateral Agent. After the any retiring Agent’s 's resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 VII shall continue in effect for the its 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 it while it was acting as Agentthe Agent hereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof to the Lenders, each Issuing Bank Banks and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successorall Banks. If no successor shall have Agent has been so appointed by all Banks (and approved by the Majority Lenders Borrowers) and shall have has accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent. Any successor Agent must be approved by the Borrowers, which approval will not be unreasonably withheld. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 13 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of to any actions taken or omitted to be taken by any of them it while it was acting as Agent. To be eligible to be an Agent hereunder the party serving, or to serve, in such capacity must own a Pro Rata Part of the Revolving Commitments equal to the level of Revolving Commitment required to be held by any Bank pursuant to Section 26 below.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, which successor Agent shall be reasonably acceptable to Borrower and Borrower agrees that such consent shall not be unreasonably withheld or delayed, provided that Borrower's consent shall not be required following the occurrence of an Event of Default and during the continuance thereof. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation or removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent, which shall be a bank with a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation hereunder 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 XI and Section 12.03 ARTICLE 11 shall continue in effect for the its 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 it while it was acting as Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, the Agent may resign at any time by notifying the Lenders, each Issuing Bank giving thirty (30) days prior written notice thereof to Lessee and the BorrowerParticipants, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Participants; provided, however, that Agent shall not resign and may not be removed without cause prior to the expiration of the Commitment Period without the consent of Lessee unless a Change of Law makes it unlawful or unreasonably burdensome for Agent to continue to act in such capacity. Upon any such resignation or removal, the Majority Lenders Required Participants shall have the right, in consultation with the Borrower, right to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing Bank, appoint a successor Agent, which Agent, if not a Participant, shall be reasonably acceptable to Lessee; provided, however, that Lessee shall have no right to approve a successor Agent if a Default has occurred and is continuing. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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 the duties and obligations thereafter arising hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI Section VI and Section 12.03 any other 50 55 provision of this Agreement or any other Operative Document which by its terms survives the termination of this Agreement shall continue in effect for the its 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 it while it was acting as Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Lenders and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent with the prior consent of the Company (which consent shall not be unreasonably withheld); PROVIDED, that no such consent of the Company shall be required if an Event of Default has occurred and is continuing and the Commitments have been terminated and/or the Loans and other amounts payable by the Obligors hereunder have been declared forthwith are due and payable. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent, that shall be a bank that has an office in New York, New York with a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 11 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment ------------------------------- and acceptance of a successor Agent as provided in this Section 11.06below, the any Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Lenders and the Borrower, and the any Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent; provided that the successor shall have a combined capital and surplus of not less than $200,000,000 or its equivalent in other currencies. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint its successor; provided that the successor shall have a successor Agentcombined capital and surplus of not less than $200,000,000 or its equivalent in other currencies. Upon the acceptance of its such appointment as Agent hereunder by a successor, such successor 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 After any retiring Agent's resignation or removal hereunder as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the an Agent’s resignation hereunder, the provisions of this Article XI and Section 12.03 shall continue in effect for the its 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 it while it was acting as such Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Lenders and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, which, so long as no Default of Event of Default has occurred which is continuing, shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's notice of its resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent, which, so long as no Default or Event of Default has occurred which is continuing, shall be reasonably satisfactory to the Borrower. Any successor Agent shall be a bank which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 VII shall continue in effect for the its 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 it while it was acting as Agentthe Agent hereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Banks and the BorrowerDebtor, and the Agent may be removed at any time with or without cause by the Majority LendersBanks holding Applicable Percentages equal to or greater than seventy-five percent (75%). Upon any such resignation or removal, (i) the Majority Lenders Banks without the consent of the Debtor shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent so long as such successor Agent is also a Bank at the time of such appointment and (ii) the Majority Banks shall have the right to appoint a successor Agent that is not a Bank at the time of such appointment so long as the Debtor consents to such appointment (which consent shall not be unreasonably withheld). If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation or the removal of the retiring AgentAgent by Banks holding Applicable Percentages equal to or greater than seventy-five percent (75%), then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, subject to consent of Debtor if such successor Agent is not then a Bank. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor or Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower hereunder and such successorunder any other Loan Documents. After the any retiring Agent’s 's resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 VIII shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and ------------------------------- acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying the Lenders, each Issuing Bank giving written notice thereof to Banks and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successorall Banks. If no successor shall have Agent has been so appointed by all Banks (and approved by the Majority Lenders Borrowers) and shall have has accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent. Any successor Agent must be approved by Borrowers, which approval will not be unreasonably withheld. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 9 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of to any actions taken or omitted to be taken by any of them it while it was acting as Agent. To be eligible to be an Agent hereunder the party serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Bank pursuant to Section 10.1 hereof.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof to the Lenders, each Issuing Bank Lenders and the Borrower, Borrowers and the Agent may be removed at any time with or without cause by the Majority Required Lenders; PROVIDED that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, 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 After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 ARTICLE 11 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank and the Borrower, and the Lender. The Agent may be removed at any time with or without cause by the Majority LendersLender, subject to the approval of the Company and the "Agent" under the Bank Group Credit Agreement. Upon any such resignation or removal, the Majority Lenders Lender shall (subject to the approval of the Company, such approval not to be unreasonably withheld or delayed, and the approval of the "Agent" under the Bank Group Credit Agreement), have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Lender (with the Company's consent) and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Lender's removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLender, appoint a successor Agent, that shall be a bank that has an office in New York, New York. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 11 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof to the Lenders, each Issuing Bank Lenders and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Majority Required Lenders; PROVIDED that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent, which shall be a bank which has an office in the United States and total assets in excess of $1,000,000,000. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 11 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, which Agent shall be reasonably acceptable to Borrower. If no successor Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent, which shall be a bank having a combined capital, surplus and retained earnings of not less than U.S. $250,000,000 and which shall be reasonably acceptable to Borrower. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 VII shall continue in effect for the its 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 it while it was acting as Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.0613.7, the Agent may resign at any time by notifying giving not less than 10 days prior written notice to the Lenders, each Issuing Bank Lenders and the Borrower, and the . Agent may be removed at any time with or for cause by the Majority Lenders, and may be removed at any time without cause by the Majority affirmative vote of all the Lenders. Upon any such resignation or removal, the Majority Lenders shall have the rightappoint a successor Agent, in consultation which with the consent of all the Lenders may be a Lender and which, if the successor Agent is not a Lender, shall require the consent of Borrower, such consent not to appoint a successorbe unreasonably withheld or delayed. If no successor shall have been so Agent is appointed by the Majority Lenders and shall have accepted accepts such appointment within 30 days after the retiring Agent gives resigning Agent's notice of its resignation or the Lenders' removal of the retiring previous Agent, then the retiring resigning or removed Agent may, on behalf of the Lenders and each Issuing BankLenders, after consultation with Borrower, appoint a successor Agent. Upon the acceptance of its any appointment as Agent hereunder under the Financing Documents by a successorsuccessor 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 hereunderunder the Financing Documents. The fees payable by Borrower, the Borrower to a successor Lenders and the retiring Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower shall, at Borrower's expenses, thereupon execute, deliver and file financing statement amendments reflecting such successorchange. After the any retiring Agent’s 's resignation hereunderor removal as Agent, the provisions of this Article XI and Section 12.03 13 shall continue in effect for the its 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 it while it was acting as Agent.

Resignation or Removal of Agent. Subject to the appointment and ------------------------------- acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying the Lenders, each Issuing Bank giving notice thereof to Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, subject to the approval of Borrower, which approval shall not be unreasonably withheld or delayed; provided, however, that no such approval of Borrower shall -------- be required if a Default is in existence. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, subject to the approval of Borrower, which approval shall not be unreasonably withheld or delayed; provided, however, -------- that no such approval of Borrower shall be required if a Default is in existence. Any successor Agent shall be a bank which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 III shall continue in effect for the its 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 it while it was acting as Agentthe Agent hereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying the Lenders, each Issuing Bank giving written notice thereof to Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successorall Banks. If no successor shall have Agent has been so appointed by all Banks (and approved by the Majority Lenders Borrower) and shall have has accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent. Any successor Agent must be approved by Borrower, which approval will not be unreasonably withheld. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 15 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of to any actions taken or omitted to be taken by any of them it while it was acting as Agent. To be eligible to be an Agent hereunder the party serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Bank pursuant to Section 28 hereof.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Lenders and the BorrowerCompany, and the Agent may be removed at any time with Credit Agreement 72 78 or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent with the prior consent of the Company (which consent shall not be unreasonably withheld); provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing and the Commitments have been terminated and/or the Loans and other amounts payable by the Obligors hereunder have been declared forthwith due and payable. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent, that shall be a bank with a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 10 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof to the Lenders, each Issuing Bank Lenders and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Majority Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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 77 Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 12 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving not less than 10 days’ prior written notice thereof to the Lenders, Banks and each Issuing Bank and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent’s giving of notice of its resignation or the Required Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, after consultation with the Borrowers, appoint a successor AgentAgent which shall be a bank with a combined capital and surplus of at least $100,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. 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 any retiring Agent’s resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 9 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Lenders and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent with the prior consent of the Company (which consent shall not be unreasonably withheld); provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing and the Commitments have been terminated and/or the Loans and other amounts payable by the Obligors hereunder have been declared forthwith due and payable. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent, that shall be a bank with a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 10 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying the Lenders, each Issuing Bank giving written notice thereof to Lenders and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Majority all Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have Agent has been so appointed by all Lenders (and approved by the Majority Lenders Borrowers) and shall have has accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent. Any successor Agent must be approved by Borrowers, which approval will not be unreasonably withheld. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 15 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of to any actions taken or omitted to be taken by any of them it while it was acting as Agent. To be eligible to be an Agent hereunder the party serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Lender pursuant to Section 28 hereof.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying the Lenders, each Issuing Bank giving written notice thereof to Lenders and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Majority all Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have Agent has been so appointed by all Lenders (and approved by the Majority Lenders Borrowers) and shall have has accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent. Any successor Agent must be approved by Borrowers, which approval will not be unreasonably withheld. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 15 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of to any actions taken or omitted to be taken by any of them it while it was acting as Agent. To be eligible to be an Agent hereunder the party serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Lender pursuant to Section 28 hereof .

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, which shall be a bank having a minimum capital and surplus of $50,000,000 and having an office in New York State. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Banks. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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 any further duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 10 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and ------------------------------- acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Lenders and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Majority Lenders. If the Agent also then serves in the capacity of the Swing Line Lender, such resignation or removal of the Agent shall not constitute resignation or removal of the Swing Line Lender. Upon any such resignation or removal, the Majority Lenders shall with the consent of the Borrowers which consent shall not be unreasonably withheld have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, which shall be a Lender; provided that if upon the date of such appointment an Event of -------- Default shall exist, such consent of the Borrowers shall not be required. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor AgentAgent with the consent of the Borrowers (such consent not to be unreasonably withheld), that shall be a Lender with a combined capital and surplus of at least $2,000,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent (with the consent of the Borrowers as may be provided above), 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 After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 12 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment ------------------------------- and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, Company and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrowerconsent of the Company (which consent shall not be unreasonably withheld, but in any event shall not be required at any time when a Default has occurred and is continuing), to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, which shall be a bank which has an office in New York, New York and which has a combined capital and surplus of at least $100,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 10 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, which shall be a bank which has an office in the United States of America, with a combined capital and surplus of at least $500,000,000, PROVIDED that if such successor Agent shall not have an office in New York, New York at which payments hereunder and notices delivered hereunder and under the Security Documents are to be made, then the parties hereto agree to effect such modifications to this Agreement and the Security Documents as shall be appropriate to permit such payments to be made and such notices to be delivered to a non-New York office. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 10 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof to the Lenders, each Issuing Bank Banks and the BorrowerBorrowers, and the Agent may be -57- 64 removed at any time with or without cause by the Majority LendersRequired Banks; provided that the Borrowers and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent which shall be a Bank. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, which shall be a Bank which has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrowers and the other Banks. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 10 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof to the Lenders, each Issuing Bank Lenders and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Majority Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent, which shall be a bank which has an office in New York, New York. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrowers and the other Lenders. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 Part 10 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof to the Lenders, each Issuing Bank Lenders and the Borrower, and the Agent may be removed at any time with or without for cause by Lenders having Syndicated Loans outstanding, L/C Exposure and unused Revolving Credit Commitments representing at least 66_% of the Majority Lenderssum of all Syndicated Loans outstanding, L/C Exposure and unused Revolving Credit Commitments; provided that the Borrower and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Majority Required Lenders shall have the rightright to appoint a successor Agent, in consultation with subject (unless an Event of Default exists) to the approval of the Borrower, to appoint a successorwhich approval shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent. Upon , subject (unless an Event of Default exists) to the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties approval of the retiring AgentBorrower, and the retiring Agent which approval 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 XI and Section 12.03 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.not

Resignation or Removal of Agent. Subject to the appointment and ------------------------------- acceptance of a successor Agent as provided in this Section 11.06below, the Agent may may, for good cause with the consent of Borrower, which consent will be granted provided that Borrower, in its reasonable discretion, agrees with the cause given, resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Banks and Borrower. The Banks shall not have the Borrower, and right to remove the Agent may be removed at under any time with or without cause by the Majority Lenderscircumstances. Upon any such resignation or removalresignation, the Majority Lenders Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's notice of its resignation or removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent. Any successor Agent shall be a bank which is reasonably acceptable to Borrower and which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation hereunder 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 XI and Section 12.03 11 shall continue in effect for the its 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 it while it was acting as Agentthe Agent hereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying the Lenders, each Issuing Bank giving written notice thereof to Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority all Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have Agent has been so appointed by Required Lenders (and approved by the Majority Lenders Borrower) and shall have has accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent. Any successor Agent must be approved by Borrower, which approval will not be unreasonably withheld provided that Borrower's consent shall not be required whenever an Event of Default exists. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 15 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of to any actions taken or omitted to be taken by any of them it while it was acting as Agent. To be eligible to be an Agent hereunder the party serving, or to serve, in such capacity must be an Eligible Assignee.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Banks and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, subject (in the case of any successor Agent that is not a Bank at such time) to the Company’s approval of such successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks (or if the Company shall fail to approve such a successor Agent) and shall have accepted such appointment within 30 days after the retiring Agent gives Agent’s giving of notice of its resignation or the Required Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, subject to the Company’s approval, appoint a successor Agent, that shall be a bank that has an office in New York, New York. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. 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 any retiring Agent’s resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 10 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, the The Agent may resign at as Agent effective ten (10) Business Days after giving notice thereof to the Lenders for any time by notifying the Lenders, each Issuing Bank and the Borrower, reason and the Agent may be removed at the unanimous election of all the Lenders (other than the Lender that is also the Agent) for any time with reason. If the Agent shall resign or without cause be removed as Agent under this Agreement, the Required Lenders shall appoint from among the Lenders (other than the Lender that has resigned or was removed) a successor agent for the Lenders, which successor agent shall be reasonably acceptable to the Borrower. If, however, in the case of resignation by the Majority Lenders. Upon any such resignation or removalAgent, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor agent shall have been so appointed by the Majority Lenders and shall have accepted time such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agentbecomes effective, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agentagent from among the remaining Lenders. Upon appointment (whether effected by the acceptance Required Lenders or the retiring Agent on behalf of its appointment as Agent hereunder by a successorthe Lenders), such the successor agent shall 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 agent, effective upon its appointment, and the former Agent's rights, powers and duties as Agent shall be discharged from its duties and obligations hereunder. The fees payable by terminated, without any other or further act or deed on the Borrower part of such former Agent or any of the parties to a successor Agent shall be this Agreement or any holder of the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorNotes. After the any retiring Agent’s 's resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 11.11 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as AgentAgent under this Agreement.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the either Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Financiers and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersOwner. Upon any such resignation or removalof the Senior Agent, the Majority Lenders Senior Holders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Senior Agent which shall be, so long as no Event of Default has occurred and is continuing, reasonably acceptable to the Lessee, and upon any such resignation of the Junior Agent, the Majority Junior Holders shall have the right to appoint a successor Junior Agent which shall be, so long as no Event of Default has occurred and is continuing, reasonably acceptable to the Lessee. If no successor Agent shall have been so appointed by the Majority Lenders Senior Holders or the Majority Junior Holders, as the case may be, and shall have accepted such appointment within 30 days after the retiring Agent gives Agent’s giving of notice of its resignation or removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders and each Issuing BankFinanciers, appoint a successor Agent. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. 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 retiring Agent’s resignation hereunderhereunder as Agent, the provisions of this Article XI and Section 12.03 15 shall continue in effect for the its 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 it while it was acting as Agent. The Owner consents to any change in the identity of such Agent on the International Registry as a result of the appointment of a successor Agent pursuant to this Section 15(h), and if required by the International Registry to reflect such change, will provide its further consent thereto.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Lenders and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority LendersRequired Xxxxxxx. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, which, so long as no Default of Event of Default has occurred which is continuing, shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders Required Xxxxxxx and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s notice of its resignation or the Required Xxxxxxx’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent, which, so long as no Default or Event of Default has occurred which is continuing, shall be reasonably satisfactory to the Borrower. Any successor Agent shall be a bank which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. 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 any retiring Agent’s resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 VII shall continue in effect for the its 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 it while it was acting as Agentthe Agent hereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, Franklin Electric and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent (subject to the approval of Franklin Electric if such successor Agent is not a Bank). If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor AgentAgent (subject to the approval of Franklin Electric if such successor Agent is not a Bank). Any successor Agent shall be a bank which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 VII shall continue in effect for the its 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 it while it was acting as Agentthe Agent hereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Lenders and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Majority LendersXxxxxxx. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent with the prior consent of the Company (which consent shall not be unreasonably withheld); PROVIDED, that no such consent of the Company shall be required if an Event of Default has occurred and is continuing and the Facility C Commitments have been terminated and/or the Facility C Loans and other amounts payable by the Company hereunder have been declared to be forthwith due and payable. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent, that shall be a bank with a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 10 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying the Lenders, each Issuing Bank giving written notice thereof to Lenders and the Borrower, and the Agent may be removed at any time with or without cause by all Lenders (excluding the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successorAgent). If no successor shall have Agent has been so appointed by Lenders (and approved by the Majority Lenders Borrower) and shall have has accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent. Any successor Agent must be approved by Borrower, which approval will not be unreasonably withheld. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, 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 any retiring Agent’s resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 15 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of to any actions taken or omitted to be taken by any of them it while it was acting as Agent. To be eligible to be an Agent hereunder the party serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Lender pursuant to Section 28 hereof.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Lenders and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent with the prior consent of the Company (which consent shall not be unreasonably withheld); PROVIDED that no such consent of the Company shall be required if an Event of Default has occurred and is continuing and the Commitments have been terminated and/or the Loans and other amounts payable by the Obligors hereunder have been declared forthwith due and payable. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent, that shall be a bank with a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 10 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment ------------------------------- and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof to the Lenders, each Issuing Bank Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Required Lenders; provided that the Borrower and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 11 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving 30 days written notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, ; and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks, provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, which shall be a bank. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Banks. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 ARTICLE 10 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time anytime by notifying giving not less than 30 days' prior written notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, a Borrower and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, after consultation with Parent, appoint a successor AgentAgent which shall be a bank that has an office in New Jersey with a combined capital and surplus of at least $100,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 9 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Majority Lenders Required Banks, with the consent of the Borrower, shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, after consulting with the Borrower, appoint a successor Agent, which shall be a bank which has an office in New York, New York and has a combined capital and surplus of at least $500,000,000. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Banks. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 9 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank and the BorrowerBanks, and the Agent may be removed at any time with or without cause by the Majority LendersBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, which Agent shall be reasonably acceptable to Borrower. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation or the Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, which shall be (a) a bank having a combined capital, surplus and retained earnings of not less than U.S. $500,000,000 and (b) shall be reasonably acceptable to Borrower; provided, however, that Borrower shall have no right to approve a successor Agent which is a Bank if an Event of Default has occurred and is continuing. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 VII shall continue in effect for the its 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 it while it was acting as Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving not less than 10 days' prior written notice thereof to the Lenders, Banks and each Issuing Bank and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and Banks, after consultation with each Issuing BankBorrower, appoint a successor AgentAgent which shall be a bank that has an office in New York, New York with a combined capital and surplus of at least $100,000,000. Upon the acceptance of its any appointment as Agent hereunder or under the Security Documents by a successorsuccessor 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. The fees payable by hereunder and under the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorSecurity Documents. After the any retiring Agent’s 's resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 9 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrowerprior consent of the Borrower (which consent shall not be unreasonably withheld), to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and approved by the Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders Banks (and each Issuing Bankwithout the consent of any Bank or the Borrower), appoint a successor Agent. Any successor Agent shall be a bank which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 VII shall continue in effect for the its 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 it while it was acting as Agentthe Agent hereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the rightright to appoint a successor Agent, in consultation with subject to the approval of the Borrower, to appoint which shall not be unreasonably withheld or delayed; provided, that no approval of the Borrower shall be required if a successorDefault is in existence. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, subject to the approval of the Borrower, which shall not be unreasonably withheld or delayed; provided, that no approval of the Borrower shall be required if a Default is in existence. Any successor Agent shall be a bank which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 VII shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in 52 59 respect of any actions taken or omitted to be taken by any of them it while it was acting as Agentthe Agent hereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the any Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Lenders and the Borrower, and the any Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent; provided that the successor shall have a combined capital and surplus of not less than $200,000,000 or its equivalent in other currencies. If no successor Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint its successor; provided that the successor shall have a successor Agentcombined capital and surplus of not less than $200,000,000 or its equivalent in other currencies. Upon the acceptance of its such appointment as Agent hereunder by a successor, such successor 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 any retiring Agent’s resignation hereunderor removal hereunder as an Agent, the provisions of this Article XI and Section 12.03 shall continue in effect for the its 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 it while it was acting as such Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent from among the Lenders. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent, which shall be a bank which has an office in the United States of America, with a combined capital and surplus of at least $500,000,000, PROVIDED that if such successor Agent shall not have an office in New York, New York at which payments hereunder and notices delivered hereunder and under the Security Documents are to be made, then the parties hereto agree to effect such modifications to this Agreement and the Security Documents as shall be appropriate to permit such payments to be made and such notices to be delivered to a non-New York office. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 10 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, which shall be a bank which has an office in New York State. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Banks. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 10 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.068.06, the Agent may resign at any time by notifying the Lenders, each Issuing Bank Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrowerconsent of the Borrower (so long as no Event of Default has occurred and is continuing), which consent shall not be unreasonably withheld, to appoint a successor; provided, however, that the consent of the Borrower shall not be required if the successor Agent is an Affiliate of the resigning Agent or a Lender. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent. Upon the acceptance of its appointment as Agent hereunder by a successor, such the successor shall 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 hereunderunder the Transaction Documents. 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 the successor. After the Agent’s resignation hereunderresignation, the provisions of this Article XI VIII and Section 12.03 9.03 shall continue in effect for the benefit of such the 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 or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, the Agent may resign at any time by notifying the Lenders, each Issuing Bank giving thirty (30) days prior written notice thereof to Lessee and the BorrowerParticipants, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Participants, provided, however, that Agent shall not resign and may not be removed without cause prior to the expiration of the Commitment Period without the consent of Lessee unless a Change of Law makes it unlawful or unreasonably burdensome for Agent to continue to act in such capacity. Upon any such resignation or removal, the Majority Lenders Required Participants shall have the right, in consultation with the Borrower, right to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing Bank, appoint a successor Agent, which Agent, if not a Participant, shall be reasonably acceptable to Lessee; provided, however, that Lessee shall have no right to approve a successor Agent if a Default has occurred and is continuing. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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 the duties and obligations thereafter arising hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI Section VI and Section 12.03 any other provision of this Agreement or any other Operative Document which by its terms survives the termination of this Agreement shall continue in effect for the its 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 it while it was acting as Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof at least thirty Banking Days prior thereto to the Lenders, each Issuing Bank Banks and the Borrower, the Agent may be removed at any time with cause by the Required Banks and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks if with the prior written consent of the Borrower; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, which shall be a Bank. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a Successor Agent promptly so notify the Borrower and the other Banks. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by retiring Agent shall execute all documents or instruments of assignment as shall be necessary to vest in the Borrower to a successor Agent shall be all rights of the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorretiring Agent hereunder. After the any retiring Agent’s 's resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 11 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, the Agent may resign at any time by notifying the giving thirty (30) days prior written notice thereof to Borrower and Lenders, each Issuing Bank and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, which Agent, if not a Lender, shall be reasonably acceptable to Borrower; provided, however, that Borrower shall have no right to approve a successor Agent if a Default has occurred and is continuing. If no successor shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days of after the retiring Agent gives notice of its resignation or removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders and each the Issuing Bank, appoint a successor Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, at which point (and not earlier) the retiring Agent shall be discharged from its the duties and obligations thereafter arising hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 VII shall continue in effect for the its 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 it while it was acting as Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, which, if no Event of Default is in existence, has been approved by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks and, if no Event of Default is in existence, with the consent of the Borrower (which shall not be unreasonably withheld or delayed), appoint a successor Agent. Any successor Agent shall be a bank which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 VII shall continue in effect for the its 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 it while it was acting as Agent.the Agent hereunder. ARTICLE VIII

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with right to appoint a successor Agent reasonably acceptable to the Borrower, to appoint a provided deposits with such successor Agent shall be insured by the Federal Deposit 169 Insurance Corporation or its successor. If no successor Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor AgentAgent reasonably acceptable to the Borrower. Any successor Agent shall be a Lender which has an office in the United States with a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a Such successor Agent shall be the same as those payable promptly specify by notice to its predecessor unless otherwise agreed between the Borrower and such successorthe Lenders its office for the purpose of any notices and payments hereunder. After the any retiring Agent’s 's resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 9 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and ------------------------------- acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Banks and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Majority LendersBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right, in consultation with the Borrower, right to appoint a successor Agent reasonably acceptable to the Company, provided deposits with -------- such successor Agent shall be insured by the Federal Deposit Insurance Corporation or its successor. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor AgentAgent reasonably acceptable to the Company. Any successor Agent shall be a bank which has an office in the United States with a combined capital and surplus of at least $1,000,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a Such successor Agent shall be promptly specify by notice to the same as those payable to Company and the Banks its predecessor unless otherwise agreed between office for the Borrower purpose of any notices and such successorpayments hereunder. After the any retiring Agent’s 's resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 8 --------- shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, the The Agent may resign at as Agent effective ten (10) Business Days after giving notice thereof to the Banks for any time by notifying the Lenders, each Issuing Bank and the Borrowerreason, and the Agent may be removed at the unanimous election of all of the Banks (other than the Bank that is also the Agent) for any time with reason. If the Agent shall resign or without cause be removed as Agent under this Agreement, the Required Banks shall appoint from among the Banks (other than the Bank that has resigned or was removed) a successor agent for the Banks, which successor agent shall be reasonably acceptable to the Borrower. If, however, in the case of resignation by the Majority Lenders. Upon any such resignation or removalAgent, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor agent shall have been so appointed by the Majority Lenders and shall have accepted time such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agentbecomes effective, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agentagent from among the remaining Banks. Upon appointment (whether effected by the acceptance Required Banks or the retiring Agent on behalf of its appointment as Agent hereunder by a successorthe Banks), such the successor agent shall 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 agent, effective upon its appointment, and the former Agent's rights, powers and duties as Agent shall be discharged from its duties and obligations hereunder. The fees payable by terminated, without any other or further act or deed on the Borrower part of such former Agent or any of the parties to a successor Agent shall be this Agreement or any holder of the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successorNotes. After the any retiring Agent’s 's resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 11.11 shall continue in effect for the inure to its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of as to any actions taken or omitted to be taken by any of them it while it was acting as AgentAgent under this Agreement.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, Borrower and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, which, if no Event of Default is in existence, has been approved by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks and, if no Event of Default is in existence, with the consent of the Borrower (which shall not be unreasonably withheld or delayed), appoint a successor Agent. Any successor Agent shall be a bank which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 VII shall continue in effect for the its 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 it while it was acting as Agentthe Agent hereunder.

Resignation or Removal of Agent. Subject to the appointment and ------------------------------- acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying the Lenders, each Issuing Bank giving written notice thereof to Lenders and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Majority all Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have Agent has been so appointed by all Lenders (and approved by the Majority Lenders Borrowers) and shall have has accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent. Any successor Agent must be approved by Borrowers, which approval will not be unreasonably withheld. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 15 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of to any actions taken or omitted to be taken by any of them it while it was acting as Agent. To be eligible to be an Agent hereunder the party serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Lender pursuant to Section 28 hereof.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving written notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation or removal, the Majority Lenders Required Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Majority Lenders Required Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, which shall be a bank which has an office in New York State. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Banks. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 ARTICLE 10 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and ------------------------------- acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying the Lenders, each Issuing Bank giving written notice thereof to Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right, in consultation with the Borrower, to appoint a successorBanks. If no successor shall have Agent has been so appointed by Majority Banks (and approved by the Majority Lenders Borrower) and shall have has accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent. Any successor Agent must be approved by Borrower, which approval will not be unreasonably withheld. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 15 shall continue in effect for the its benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of to any actions taken or omitted to be taken by any of them it while it was acting as Agent. To be eligible to be an Agent hereunder the party serving, or to serve, in such capacity must own a Pro Rata Part of the Commitment equal to the level of Commitment required to be held by any Bank pursuant to Section 28 hereof.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06, the Agent may resign at any time by notifying the Lenders, each Issuing Bank giving thirty (30) days prior written notice thereof to Lessee and the BorrowerParticipants, and the Agent may be removed at any time with or without cause by the Majority LendersRequired Participants; provided, however, that Agent shall not resign and may not be removed without cause prior to the expiration of the Commitment Period without the consent of Lessee unless a Change of Law makes it unlawful or unreasonably burdensome for Agent to continue to act in such capacity. Upon any such resignation or removal, the Majority Lenders Required Participants shall have the right, in consultation with the Borrower, right to appoint a successor. If no successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing Bank, appoint a successor Agent, which Agent, if not a Participant, shall be reasonably acceptable to Lessee; provided, however, that Lessee shall have no right to approve a successor Agent if a Default has occurred and is continuing. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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 the duties and obligations thereafter arising hereunder. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI Section VI and Section 12.03 any other provision of this Agreement or any other Operative Document which by its terms survives the termination of this Agreement shall continue in effect for the its 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 it while it was acting as Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Banks and the BorrowerCompany, and the Agent may be removed at any time with or without cause by the Majority LendersBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, which Agent shall be reasonably acceptable to the Company. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent’s giving of notice of its resignation or the Majority Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, appoint a successor Agent, which shall be a bank with an office (or an affiliate with an office) in Los Angeles, California, or New York, New York, having a combined capital and surplus of not less than $500,000,000 and which shall be reasonably acceptable to the Company. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. 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 any retiring Agent’s resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 13 shall continue in effect for the its 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 it while it was acting as Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving not less than 10 days' prior written notice thereof to the Lenders, each Issuing Bank Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Majority LendersBanks. Upon any such resignation or removal, the Majority Lenders Banks shall have the right, in consultation with the Borrower, right to appoint a successorsuccessor Agent, which shall be (a) a Bank or (b) another bank or financial institution acceptable to the Borrower in its sole discretion, provided, however, that if a Default or Event of Default shall have occurred and then be continuing, any such other bank or financial institution need not be acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Lenders Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankBanks, after consultation with the Borrower, appoint a successor AgentAgent which shall be one of the Banks. Upon the acceptance of its any appointment as Agent hereunder or under the Security Documents by a successorsuccessor 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 under the Security Documents. The fees payable by the Borrower to a If no successor Agent shall be is appointed in accordance with the same previous provisions of this Section 9.9, the Agent may, in its sole discretion, either continue to act as those payable Agent hereunder or assign all of its rights and delegate all of its obligations under this Agreement to its predecessor unless otherwise agreed between the Borrower and such successorBanks. After the any retiring Agent’s 's resignation hereunderor removal hereunder as Agent, the provisions of this Article XI and Section 12.03 9 shall continue in effect for the its 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 it while it was acting as the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided in this Section 11.06below, the Agent may resign at any time by notifying giving notice thereof to the Lenders, each Issuing Bank Lenders and the BorrowerPartnership, and the Agent may be removed at any time with or without cause by the Majority Required Lenders. Upon any such resignation or removal, the Majority Required Lenders shall have the right, in consultation with the Borrower, right to appoint a successorA successor Agent. If no successor Agent shall have been so appointed by the Majority Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders and each Issuing BankLenders, appoint a successor Agent, which shall be (i) a bank with an office (or having an affiliate with an office) in New York, New York having a combined capital and surplus of not less than $500,000,000 and (ii) an Eligible Assignee. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor 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. The fees payable by the Borrower to a successor Agent shall be the same After any retiring Agent's resignation or removal hereunder 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 XI and Section 12.03 10 shall continue in effect for the its 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 it while it was acting as Agent.. Amendment and Restatement of Loan Agreement