Common use of Resignation or Removal of Agent Clause in Contracts

Resignation or Removal of Agent. Canadian Imperial Bank of Commerce, New York Agency (or any other Agent hereunder), may resign as the Agent at any time by giving ten (10) days' prior written notice thereof to the Lenders and the Borrower. Any such resignation shall take effect at the end of such ten (10) day period or upon the earlier appointment of a successor Agent by the Required Lenders as provided below. Upon any resignation of Canadian Imperial Bank of Commerce, New York Agency (or any other Agent hereunder), and subject to the Borrower's approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any such appointment made during the existence of any Event of Default) the Required Lenders shall appoint a successor agent from among the Lenders or, if such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by such successor 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, the retiring Agent shall be discharged from its duties and obligations hereunder, provided that the provisions of this Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrower agrees 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. Canadian Imperial Bank of Commerce, New York Agency (or any other Agent hereunder), Any AGENT may resign as from the Agent performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving ten thirty (1030) days' ’ prior written notice thereof to the Lenders BORROWER and the BorrowerBANKS. Any such AGENT also may be removed at any time by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such resignation or removal shall take effect at the end of such ten (10) day period or upon the earlier appointment of a successor Agent by the Required Lenders as provided belowAGENT, in accordance with this Section 8.6. Upon any notice of resignation by any AGENT or upon the removal of Canadian Imperial Bank of Commerceany AGENT by the REQUIRED BANKS, New York Agency the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (or any other Agent hereunder), and subject not to the Borrower's approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any such appointment made during the existence delayed) of any Event of Default) the Required Lenders shall BORROWER, appoint a successor agent from among the Lenders or, if to such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with AGENT hereunder and under each other LOAN DOCUMENT who shall be a commercial bank having a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($500,000,000250,000,000.00). If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided above. Upon the acceptance of any a successor’s appointment as Agent hereunder by such successor Agentan AGENT hereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent. After the effective date of the resignation of an Agent hereunderor removed AGENT, and the retiring Agent or removed AGENT shall be discharged from all of its duties and obligations hereunderhereunder or under the other LOAN DOCUMENTS. After the retirement or removal of any AGENT hereunder and under the other LOAN DOCUMENTS, provided that the provisions of this Article X Section 9 shall continue in effect for the benefit of such retiring or removed AGENT, its benefit sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by it any of them while it the retiring AGENT was acting as AGENT. If a retiring or removed AGENT is the Agent. In ACCOUNTS BANK, such ACCOUNTS BANK will promptly transfer all of the event that there shall not be a duly appointed deposit accounts and acting Agent, the Borrower agrees security accounts of BORROWER relating to make each payment due this AGREEMENT to the Agent hereunder and under possession or control of the Notes, if any, directly to each Lender entitled thereto, pursuant to written instructions provided by the retiring Agentsuccessor ACCOUNTS BANK, and the ACCOUNTS BANK and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to provide copies transfer the rights of each certificate or other document required to be furnished the ACCOUNTS BANK with respect thereto to the Agent hereundersuccessor ACCOUNTS BANK. If a retiring or removed AGENT is the COLLATERAL AGENT, if anysuch COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, directly and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to each Lendertransfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENT.

Resignation or Removal of Agent. Canadian Imperial Bank of Commerce, New York Agency (or any other a) The Agent hereunder), may resign as the Agent at any time by giving ten (10) days' not less than 10 days prior written notice thereof to the Lenders Banks and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Majority Banks upon not less than 10 days prior written notice thereof executed by the Majority Banks and delivered to the Banks, the Agent and the Borrowers. Any In the event of any such resignation by Fleet, LaSalle National Bank shall, without further action being required hereunder, become the successor Agent. For purposes of this Section 9.8, in the event that one or more Banks abstains or otherwise chooses not to participate the selection of any successor Agent, the term Majority Banks shall take effect be deemed to mean Banks having the same percentage of the aggregate amount of the Commitments (if no Loans are then outstanding hereunder) or the Loans (if any Loan is then outstanding hereunder), as the case may be, as if the abstaining Bank's Commitment or Loans, as the case may be, were not included, so that in no event shall the abstention of one or more Banks cause the voting percentage necessary to constitute the Majority Banks amongst those Banks voting to be higher than if the abstaining Bank or Banks had not abstained. Each of the Borrowers, the Banks and the retiring Agent shall at the end Borrowers' joint and several expense thereupon execute and deliver Uniform Commercial Code statements reflecting such change. Upon any removal of the Agent, the Majority Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such ten (10) day period or upon appointment within 30 days after the earlier appointment Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, after consultation with the Borrowers, appoint a successor Agent by which shall be one of the Required Lenders as provided below. Upon any resignation of Canadian Imperial Bank of Commerce, New York Agency (or any other Agent hereunder), and subject to the Borrower's approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any such appointment made during the existence of any Event of Default) the Required Lenders shall appoint a successor agent from among the Lenders or, if such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with a combined capital and surplus of at least $500,000,000Banks. Upon the acceptance of any appointment as Agent hereunder or under the Security Documents by such a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent. After the effective date of the resignation of an Agent hereunder, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the Security Documents. After any retiring Agent's resignation or removal hereunder as Agent, provided that the provisions of this Article X 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrower agrees 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. Canadian Imperial Bank Subject to the appointment and acceptance of Commercea successor Agent as provided below, New York Agency (or any other the Agent hereunder), may resign as the Agent at any time by giving ten (10) days' prior written notice thereof to the Lenders Holders, the Borrower and the Borrower. Any such resignation shall take effect Security Trustee, and the Agent may be removed at the end of such ten (10) day period any time with or upon the earlier appointment of a successor Agent without cause by the Required Lenders as provided belowMajority in Interest of Holders. Upon any such resignation or removal, the Majority in Interest of Canadian Imperial Bank Holders (with, so long as no Event of CommerceDefault has occurred and is continuing, New York Agency (or any other Agent hereunder), and subject to the consent of the Borrower's approval (which approval shall , not to be unreasonably withheld or delayed and withheld) shall not be required with respect have the right to any such appointment made during the existence of any Event of Default) the Required Lenders shall appoint a successor agent from among Agent. If no successor Agent shall have been so appointed by the Lenders or, if Majority in Interest of Holders and shall have accepted such appointment is deemed inadvisable within 30 days after the retiring Agent’s giving of notice of resignation or impractical by the Required LendersMajority in Interest of Holders’ removal of the retiring Agent, another financial institution with then the retiring Agent may, on behalf of the holders of Loan Certificates, appoint a combined capital and surplus of at least $500,000,000successor Agent. Upon the acceptance of any appointment as Agent hereunder by such a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent. After the effective date of the resignation of an Agent hereunder, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation or removal hereunder as Agent, provided that the provisions of this Article X Section 19 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. In Unless an Event of Default has occurred and is continuing, a successor Agent shall be reasonably acceptable to the event that there shall not be a duly appointed and acting AgentBorrower. * * * 45 [Facility Agreement [Atias/747-8F 2011]] IN WITNESS WHEREOF, the Borrower agrees 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 parties hereto have caused this Facility Agreement to be furnished to duly executed by their respective officers thereunto duly authorized as of the day and year first above written. ATLAS AIR, INC., as Borrower By: /s/ Xxxxxx X. XxXxxxxx Vice President & Treasurer BANK OF UTAH, as Security Trustee By: /s/ Xxxxx Xxxx Its: Vice President NORDDEUTSCHE LANDESBANK GIROZENTRALE, as a Loan Participant and as Agent hereunderBy: /s/ Xxxxxx Xxxxxx Its: Managing Director By: /s/ Xxxxx Xxxxxxxx Its: Vice President CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, if anyas a Loan Participant By: /s/ Xxxxx Xxxxxxx Its: Managing Director By: /s/ Xxxxxxx Xxxxx Its: Director BNP PARIBAS, directly to each Lender.as a Loan Participant By: /s/ Xxxxxx Xxxxx Its: Director Transportation Group Aviation Finance By: /s/ Xxxxxxxxx Xxxxx Its: Associate DEKABANK DEUTSCHE GIROZENTRALE, as a Loan Participant By: /s/ Xxxxxxxx Xxxxx Its: Xxxxxxxx Xxxxx, Executive Director By: /s/ Xxxx Xxxxxx Its: Xxxx Xxxxxx, Authorized Officer

Resignation or Removal of Agent. Canadian Imperial Bank Either Agent may, and at the request of Commercethe Required Banks shall, New York Agency (or any other Agent hereunder), may resign as the an Agent at any time by giving ten (10) upon 30 days' prior written notice thereof to the Lenders and Banks. If the Borrower. Any such resignation shall take effect at the end of such ten (10) day period or upon the earlier appointment of a successor Administrative Agent by resigns, the Required Lenders Banks shall, with (so long as provided below. Upon any resignation no Event of Canadian Imperial Bank Default exists) the consent of Commerce, New York Agency (or any other Agent hereunder), and subject to the Borrower's approval Company (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any such appointment made during the existence of any Event of Default) the Required Lenders shall delayed), appoint a successor agent from among the Lenders or, if such appointment Banks a successor administrative agent for the Banks. If no successor administrative agent is deemed inadvisable or impractical by the Required Lenders, another financial institution with a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by such successor Agent, such successor Agent shall thereupon succeed appointed prior 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 the Administrative Agent, the Administrative Agent may appoint, after consulting with the Banks and the Company, a successor administrative agent from among the Banks. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the retiring rights, powers and duties of the resigning Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent, and the resigning Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunderterminated. After any Agent's resignation hereunder as an Agent, provided that the provisions of this Article X Section 13 and Sections 14.6 and 14.11 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting an Agent under this Agreement. If the Administrative Agent resigns or is removed and no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following the resigning Administrative Agent. In the event that there shall not be a duly appointed and acting Agent's notice of resignation, the Borrower agrees to make each payment due to resigning Administrative Agent's resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Administrative Agent hereunder and under the Notesuntil such time, if any, directly as the Required Banks appoint a successor administrative agent as provided for above. Notwithstanding the foregoing, M&I may not be required to each Lender entitled thereto, resign as the Administrative Agent at the request of the Required Banks unless M&I shall also simultaneously be replaced as an "Issuing Bank" and the "Swing Line Bank" hereunder pursuant to written instructions provided by the retiring Agent, documentation in form and substance reasonably satisfactory to provide copies of each certificate or other document required to be furnished to the Agent hereunder, if any, directly to each Lender.M&I.

Resignation or Removal of Agent. Canadian Imperial Bank of Commerce, New York Agency Agent (or any other Agent hereunder), a) may resign as the Agent at any time by giving ten (10) days' prior written notice thereof to the Lenders, Guarantor and Borrower, and (b) may not be removed as Agent unless Lenders (other than Agent and other than any Lender then in defauxx) xxlding no less than 75% of the Borrower. Any such resignation shall take effect at the end Commitments vote in favor of such ten (10) day period or upon removal, or, in the earlier appointment case of a successor removal due to a material breach of or material default in Agent's obligations under this Article VII that shall not have been cured within thirty (30) days after written notice to Agent, may not be removed as Agent by unless Lenders holding no less than 75% of the Required Commitments, excluding thx Xxxxitment of Agent, vote in favor of such removal, provided, however, that in no event may the Agent be removed unless two (2) or more Lenders as provided belowvote in favor of such removal. Upon any such resignation of Canadian Imperial Bank of Commerceor removal, New York Agency the Lenders (or any other Agent hereunder)by majority vote and including KCCI, and based upon their respective outstanding Commitments) shall have the right to appoint a successor Agent, subject to the Borrowerrights of Guarantor set forth in 7.14(b) hereof. If no successor Agent shall have been so appointed by the Lenders within 30 days after the retiring Agent's approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any such appointment made during notice of resignation, then the existence retiring Agent may, on behalf of any Event of Default) the Required Lenders shall Lenders, appoint a successor agent from among the Lenders orAgent. Any successor Agent shall be a bank which is reasonably acceptable to Borrower (and Guarantor, if such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with as provided in Section 7.14(b) hereof) xxx xxxxh has a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by such a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent. After the effective date of the resignation of an Agent hereunder, and the retiring or removed Agent shall be discharged from its duties and obligations hereunderhereunder for matters occurring after the successor Agent takes over. After any retiring Agent's resignation or removal hereunder as Agent, provided that the provisions of this Article X VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrower agrees 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. Canadian Imperial Bank of Commerce, New York Agency (or any other Agent hereunder), Any AGENT may resign as from the Agent performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving ten thirty (1030) days' ’ prior written notice thereof to the Lenders BORROWER and the BorrowerBANKS. Any such AGENT also may be removed at any time by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such resignation or removal shall take effect at the end of such ten (10) day period or upon the earlier appointment of a successor Agent by the Required Lenders as provided belowAGENT, in accordance with this Section 9.6. Upon any notice of resignation by any AGENT or upon the removal of Canadian Imperial Bank of Commerceany AGENT by the REQUIRED BANKS, New York Agency the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (or any other Agent hereunder), and subject not to the Borrower's approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any such appointment made during the existence delayed) of any Event of Default) the Required Lenders shall BORROWER, appoint a successor agent from among the Lenders or, if to such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with AGENT hereunder and under each other LOAN DOCUMENT who shall be a commercial bank having a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($500,000,000250,000,000.00). If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided above. Upon the acceptance of any a successor’s appointment as Agent hereunder by such successor Agentan AGENT hereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent. After the effective date of the resignation of an Agent hereunderor removed AGENT, and the retiring Agent or removed AGENT shall be discharged from all of its duties and obligations hereunderhereunder or under the other LOAN DOCUMENTS. After the retirement or removal of any AGENT hereunder and under the other LOAN DOCUMENTS, provided that the provisions of this Article X Section 9 shall continue in effect for the benefit of such retiring or removed AGENT, its benefit sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by it any of them while it the retiring AGENT was acting as AGENT. If a retiring or removed AGENT is the Agent. In COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the event that there shall not be a duly appointed deposit accounts and acting Agent, the Borrower agrees security accounts of BORROWER relating to make each payment due this AGREEMENT to the Agent hereunder and under possession or control of the Notes, if any, directly to each Lender entitled thereto, pursuant to written instructions provided by the retiring Agentsuccessor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to provide copies transfer the rights of each certificate or other document required to be furnished the COLLATERAL AGENT with respect thereto to the Agent hereundersuccessor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, if anysuch COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, directly and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to each Lendertransfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENT.

Resignation or Removal of Agent. Canadian Imperial Bank Subject to the appointment and acceptance of Commercea successor Agent as provided below, New York Agency (or any other the Agent hereunder), may resign as the Agent at any time by giving ten (10) days' prior written notice thereof to the Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Required Lenders. Any If a Lender which is serving as Agent assigns all of its rights and interests hereunder pursuant to Section 9.08 hereof, such assignment shall operate as, and shall be deemed notice to the other Lenders and to the Borrower of, the Agent's resignation. Upon any such resignation or removal, the Required Lenders or their respective assignees shall take effect at have the end of such ten (10) day period or upon the earlier appointment of right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders as provided below. Upon any resignation of Canadian Imperial Bank of Commerce, New York Agency (or any other Agent hereunder), and subject to the Borrower's approval (which approval shall not be unreasonably withheld or delayed their respective assignees and shall not be required with respect to any have accepted such appointment made during within 30 days after the existence retiring Agent's notice of any Event of Default) resignation, the Required Lenders shall Lenders' removal of the retiring Agent, or the retiring Agent's notice of assignment, then the Retiring Agent may, on behalf of the Lenders, appoint a successor agent from among the Lenders or, if such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with a combined capital and surplus of at least $500,000,000Agent. Upon the acceptance of any appointment as Agent hereunder by such a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent. After the effective date of the resignation of an Agent hereunder, and the retiring Agent shall be discharged from its duties and obligations hereunder. Notwithstanding the foregoing, if each Lender shall assign all of its respective rights and interests hereunder pursuant to Section 9.08 hereof to the assignee or assignees, then such assignee or assignees, or their respective designee, shall automatically be deemed to be, and shall have all of the powers, rights and privileges of, the Agent as of the effective date of such assignment unless and until the Required Lenders remove such assignee or assignees as Agent and appoint a Successor Agent as provided that above. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article X VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrower agrees 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. Canadian Imperial Bank of Commerce, New York Agency (or any other Agent hereunder), may resign as the Agent If at any time by giving ten (10) days' prior written notice thereof Agent deems it advisable, in its sole discretion, it may submit to each of the Lenders a written notification of its resignation as Agent under this Agreement and the Borrower. Any Security Documents, such resignation shall take effect at to be effective on the end thirtieth (30th) day after the date of such ten (10) day period notice. Agent may be removed at any time, with or upon without cause, by vote of the earlier appointment of Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Agent from among the Lenders. If no successor Agent shall have been so appointed by the Required Majority Lenders as provided below. Upon any resignation of Canadian Imperial Bank of Commerce, New York Agency (or any other Agent hereunder), and subject to the Borrower's approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any accepted such appointment made during within 30 days after the existence retiring Agent's giving of any Event notice of Default) resignation, then the Required Lenders shall retiring Agent may, on behalf of Lenders, appoint a successor agent from among Agent, which successor Agent shall be either an existing Lender or a commercial bank organized under the Lenders or, if such appointment is deemed inadvisable laws of the United States of America or impractical by the Required Lenders, another financial institution with of any State thereof and having a combined capital and surplus of at least $500,000,000100,000,000, and which successor Agent (if not also a Lender), if no event of default on the part of Borrower shall have occurred and be continuing, shall be reasonably satisfactory to Borrower. Upon the acceptance of any appointment as Agent hereunder by such a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent. After the effective date of the resignation of an Agent hereunder, and the retiring Agent shall be discharged from its duties and obligations hereunderunder this Agreement. Borrower and the Lenders shall execute such documents as shall be necessary to effect such appointment. After any retiring Agent's resignation hereunder as Agent, provided that the provisions of this Article X Section 9.7 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrower agrees 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 Lenderthis Agreement.

Resignation or Removal of Agent. Canadian Imperial Bank Subject to the appointment and acceptance of Commercea successor Agent as provided below, New York Agency (or any other the Agent hereunder), may resign as the Agent at any time by giving ten (10) days' prior written notice thereof to the Lenders Banks and the Borrower. Any such resignation shall take effect , and the Agent may be removed at the end of such ten (10) day period any time with or upon the earlier appointment of a successor Agent without cause by the Required Lenders as provided belowBanks; provided, that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation of Canadian Imperial Bank of Commerceor removal, New York Agency (or any other Agent hereunder), and subject to the Borrower's approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any such appointment made during the existence of any Event of Default) the Required Lenders Banks shall have the right to appoint a successor agent from among Agent, who shall be any Bank or any commercial bank organized under the Lenders orlaws of the United Stated of America, if such appointment is deemed inadvisable any state thereof, or impractical by the Required LendersDistrict of Columbia, another financial institution with which has a combined capital and surplus of at least $500,000,000250,000,000 and an office in New York City. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent. 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 any appointment as Agent hereunder by such a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent. After the effective date of the resignation of an Agent hereunder, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, provided that the provisions of this Article X 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrower agrees 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. Canadian Imperial Bank of Commerce, New York Agency Agent (or any other Agent hereunder), a) may resign as the Agent at any time by giving ten (10) days' prior written notice thereof to the Lenders, Guarantor and Borrower, and (b) may not be removed as Agent unless Lenders (other than Agent and other than any Lender then in default) holding no less than 75% of the Borrower. Any such resignation shall take effect at the end Commitments vote in favor of such ten (10) day period or upon removal, or, in the earlier appointment case of a successor removal due to a material breach of or material default in Agent's obligations under this Article VII that shall not have been cured within thirty (30) days after written notice to Agent, may not be removed as Agent by unless Lenders holding no less than 75% of the Required Commitments, excluding the Commitment of Agent, vote in favor of such removal, provided, however, that in no event may the Agent be removed unless two (2) or more Lenders as provided belowvote in favor of such removal. Upon any such resignation of Canadian Imperial Bank of Commerceor removal, New York Agency the Lenders (or any other Agent hereunder)by majority vote and including KCCI, and based upon their respective outstanding Commitments) shall have the right to appoint a successor Agent, subject to the Borrowerrights of Guarantor set forth in 7.14(b) hereof. If no successor Agent shall have been so appointed by the Lenders within 30 days after the retiring Agent's approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any such appointment made during notice of resignation, then the existence retiring Agent may, on behalf of any Event of Default) the Required Lenders shall Lenders, appoint a successor agent from among the Lenders orAgent. Any successor Agent shall be a bank which is reasonably acceptable to Borrower (and Guarantor, if such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with as provided in Section 7.14(b) hereof) and which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by such a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent. After the effective date of the resignation of an Agent hereunder, and the retiring or removed Agent shall be discharged from its duties and obligations hereunderhereunder for matters occurring after the successor Agent takes over. After any retiring Agent's resignation or removal hereunder as Agent, provided that the provisions of this Article X VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrower agrees 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. Canadian Imperial Bank of Commerce, New York Agency (or any other The Agent hereunder), may resign as the Agent at any time (a) give notice of its resignation to the Lenders, the L/C Issuer and the Borrower or (b) be removed by giving ten (10) days' written notice of the Requisite Lenders with the prior written notice thereof to consent of the Lenders Borrower if the Agent engages in gross negligence or willful misconduct in the performance of its duties under the Loan Documents, as determined by a court of competent jurisdiction by a final and the Borrower. Any non-appealable judgment, and such resignation or removal shall take effect at the end of such ten (10) day period or become effective upon the earlier of the appointment of a successor Agent (and acceptance of such appointment by such successor) as set forth below or 30 days after the delivery of such notice of resignation by the Required Agent or such notice of removal by the Requisite Lenders, as applicable. The Agent shall also submit a notice of resignation at the request of the Requisite Lenders as provided belowif the Agent assigns all of its Commitments and Loans pursuant to §18. Upon receipt of any such notice of resignation or delivery of Canadian Imperial Bank such notice of Commerceremoval, New York Agency the Requisite Lenders shall have the right, in consultation with the Borrower, 2076882.7 to appoint a successor, which shall be an Eligible Institution bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or the Agent receives notice of its removal from the Requisite Lenders, then the retiring or removed Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders in writing that no qualifying Person has accepted such appointment, then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent (except any other Agent hereunder)fees, and subject a pro-rated portion of any such fees paid in advance to the Agent which relate to any period after resignation shall be promptly refunded to the Borrower's approval (which approval ) shall not instead be unreasonably withheld made by or delayed to each Lender and shall not be required with respect to any the L/C Issuer directly, until such appointment made during time as the existence of any Event of Default) the Required Requisite Lenders shall appoint a successor agent from among the Lenders or, if such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with a combined capital and surplus of at least $500,000,000Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as Agent hereunder by such successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Agent. After the effective date of the resignation of an Agent hereunder, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). 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 or removal hereunder and under the other Loan Documents, provided that the provisions of this Article X and §15 shall continue in effect for the benefit of such retiring or removed Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring or removed Agent was acting as the Agent. In Any resignation or removal by Capital One, as Agent pursuant to this Section shall also constitute its resignation or removal as L/C Issuer. Upon the event that there acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall not succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed L/C Issuer, (b) the retiring or removed L/C Issuer shall be a duly appointed discharged from all of their respective duties and acting Agent, the Borrower agrees to make each payment due to the Agent obligations hereunder and or under the Notesother Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, directly outstanding at the time of such succession or make other arrangements satisfactory to each Lender entitled thereto, pursuant to written instructions provided by the retiring Agent, and or removed L/C Issuer to provide copies effectively assume the obligations of each certificate the retiring or other document required removed L/C Issuer with respect to be furnished to the Agent hereunder, if any, directly to each Lendersuch Letters of Credit.

Resignation or Removal of Agent. Canadian Imperial Bank of Commerce, New York Agency (or any other The Agent hereunder), may resign as the Agent ------------------------------- at any time by giving ten (10) days' prior written notice thereof to the Lenders Lenders, the Lessor and the BorrowerCompany and may be removed at any time with or without cause by the Required Lenders. Any Upon any such resignation or removal, the Required Lenders shall take effect at have the end of such ten (10) day period or upon the earlier appointment of right to appoint a successor Agent with the Company's prior consent, which consent shall in no event be unreasonably withheld, provided that such consent ------------- by the Company shall not be required in the event that (i) a Default or Event of Default is in existence, or (ii) such successor Agent is then a Lender or an Affiliate of a Lender. If no successor Agent shall have been so appointed by the Required Lenders as provided below. Upon any resignation of Canadian Imperial Bank of Commerce, New York Agency (or any other Agent hereunder), and subject to the Borrower's approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any have accepted such appointment made during within 30 days after the existence retiring Agent's giving of any Event notice of Default) resignation or the Required Lenders shall Lenders' removal of the retiring Agent, then such retiring Agent may, on behalf of the Lenders, appoint a successor agent from among Agent, which shall be a Lender and a commercial bank organized, or authorized to conduct a banking business, under the Lenders or, if such appointment is deemed inadvisable laws of the United States of America or impractical by the Required Lenders, another financial institution with of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by such a successor Agent, such each 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 hereunderunder this Agreement and the Operative Documents. After any retiring Agent's resignation or removal hereunder as Agent, provided that the provisions of this Article X XI shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrower agrees 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 Lenderthis Agreement.

Resignation or Removal of Agent. Canadian Imperial Bank of Commerce, New York Agency (or any other The Agent hereunder), may resign as the Agent at any time by giving ten sixty (1060) days' days prior written notice thereof to the Lenders Banks and the Borrower. Any The Required Banks may remove BKB as Agent if BKB assigns fifty percent (50%) or more of its Commitment Percentage and Commitment to an Eligible Assignee. Upon any such resignation or removal, the Majority Banks shall take effect at have the end right to appoint a successor Agent. Provided no Event of such ten (10) day period or upon Default exists, the earlier appointment of a successor Agent by the Required Lenders as provided below. Upon any resignation of Canadian Imperial that is not a Bank of Commerce, New York Agency (or any other Agent hereunder), and shall be subject to the Borrower's prior approval (of the Borrower which approval shall not be unreasonably withheld or delayed delayed. Unless a Default or Event of Default shall have occurred and be continuing for a period of at least thirty (30) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9). If no successor Agent shall have been so appointed by the Majority Banks and shall not be required with respect to any have accepted such appointment made during within thirty (30) days after the existence retiring Agent's giving of any Event notice of Default) resignation, then the Required Lenders shall retiring Agent may, on behalf of the Banks, appoint a successor agent from among the Lenders orAgent, if such appointment is deemed inadvisable or impractical by the Required Lenders, another which shall be a financial institution with having a combined capital and surplus rating of at least $500,000,000not less than A-2 or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by such a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent. After the effective date of the resignation of an Agent hereunder, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or Agent's removal, provided that the provisions of this Article X Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrower agrees 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. Canadian Imperial Bank of Commerce, New York Agency (or any other The Agent hereunder), may resign as the Agent such at any time by giving ten (10) upon forty-five days' prior written notice thereof to the Lenders Company and the BorrowerLenders. Any The Agent may be removed with or without cause at any time by an instrument in writing duly executed by the Lenders delivered to the Company and the Agent. In the event of any such resignation or removal, the Lenders shall, by an instrument in writing delivered to the Company and the Agent, appoint a successor, which shall take effect at be a commercial bank organized under the end laws of such ten (10) day period or upon the earlier appointment of a successor Agent by the Required Lenders as provided below. Upon any resignation of Canadian Imperial Bank of Commerce, New York Agency (United States or any other Agent hereunder), State thereof and subject to the Borrower's approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any such appointment made during the existence of any Event of Default) the Required Lenders shall appoint a successor agent from among the Lenders or, if such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with having a combined capital and surplus of at least $500,000,000, or any lesser amount acceptable to the Lenders. Upon If the acceptance Lenders are unable to agree on a successor within 25 days following receipt of any the Agent's notice of resignation, PML shall have the right to select a successor that meets the above criteria. If a successor is not so appointed or does not accept such appointment at least five days before the Agent's resignation or removal becomes effective, the Agent may appoint a temporary successor to act until such appointment by the Lenders or PML, as the case may be, is made and accepted. If no successor is appointed as provided above by the 45th day after the date such notice of resignation was given by the resigning Agent, or by the date such removal is effective, such Agent's resignation or removal shall become effective and the Lenders shall thereafter perform all the duties of the Agent hereunder until such time, if any, as a successor Agent is appointed as provided above. Notwithstanding the above, if the Agent shall have tendered its resignation following the assignment by NBD to another entity of all of the Credit Obligations to it, such resignation shall not be effective unless the entity acquiring such Credit Obligations shall have undertaken to act as Agent hereunder by in accordance with the terms of this Agreement. Any successor to the Agent shall execute and deliver to the Company and the Lenders an instrument accepting such appointment and thereupon such successor Agent, such successor Agent without further act, deed, conveyance or transfer shall thereupon succeed to and become vested with all of the properties, rights, interests, powers, privileges authorities and duties obligations of the retiring Agent. After the effective date of the resignation of an its predecessor hereunder with like effect as if originally named as Agent hereunder, and the retiring Agent ceasing to act shall be discharged from its duties therefrom. Upon request of such successor Agent, the Agent ceasing to act shall execute and obligations hereunderdeliver such instruments of conveyance, provided that the assignment and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Agent all such properties, rights, interests, powers, authorities and obligations. The provisions of this Article X shall continue in effect thereafter remain effective for its benefit in such Agent ceasing to act with respect of to any actions taken or omitted to be taken by it such Agent while it was acting as the Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrower agrees 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. Canadian Imperial Bank Subject to the appointment and acceptance of Commercea successor Agent as provided below, New York Agency (or any other the Agent hereunder), may resign as the Agent at any time by giving ten (10) days' prior written notice thereof to the Lenders Issuing Bank, the Banks and the Borrower, and the Agent may be removed at any time with or without cause by Banks having at least 60% of the aggregate amount of the Commitments (the "Special Purpose Required Banks"); provided that the Borrower, the Issuing Bank and the other Banks shall be promptly notified thereof. Any Upon any such resignation or removal, the Special Purpose Required Banks shall take effect at have the end right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Special Purpose Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of such ten (10) day period notice of resignation or the Special Purpose Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank which has an office in New York, New York having a minimum capital and surplus of $500,000,000. The Special Purpose Required Banks or the retiring Agent, as the case may be, shall upon the earlier appointment of a successor Agent by the Required Lenders as provided below. Upon any resignation of Canadian Imperial Bank of Commerce, New York Agency (or any other Agent hereunder), and subject to promptly so notify the Borrower's approval (which approval shall not be unreasonably withheld or delayed , the Issuing Bank and shall not be required with respect to any such appointment made during the existence of any Event of Default) the Required Lenders shall appoint a successor agent from among the Lenders or, if such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with a combined capital and surplus of at least $500,000,000other Banks. Upon the acceptance of any appointment as Agent hereunder by such a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent. After the effective date of the resignation of an Agent hereunder, and the retiring Agent shall be discharged from and after the date of such succession from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, provided that the provisions of this Article X 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. In the event that there The retiring Agent shall not be a duly appointed and acting Agent, the Borrower agrees to make each payment due pay to the successor 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 its pro-rated portion of each certificate or other document required to be furnished to the Agent hereunder, if any, directly to each Lenderany agency fee that had been paid for such year.

Resignation or Removal of Agent. Canadian Imperial Bank of Commerce, New York Agency (or any other The Agent hereunder), may resign as the Agent at any time (a) give notice of its resignation to the Lenders, the L/C Issuer and the Borrower or (b) be removed by giving ten (10) days' prior written notice thereof to of the Requisite Lenders with the consent of the Borrower if the Agent engages in gross negligence or willful misconduct in the performance of its duties under the Loan Documents, as determined by a court of competent jurisdiction by a final and the Borrower. Any non-appealable judgment, and such resignation or removal shall take effect at the end of such ten (10) day period or become effective upon the earlier of the appointment of a successor Agent (and acceptance of such appointment by such successor) as set forth below or 30 days after the delivery of such notice of resignation by the Required Agent or such notice of removal by the Requisite Lenders, as applicable. The Agent shall also submit a notice of resignation at the request of the Requisite Lenders as provided belowif the Agent assigns all of its Commitments and Loans pursuant to §18. Upon receipt of any such notice of resignation or delivery of Canadian Imperial Bank such notice of Commerceremoval, New York Agency the Requisite Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or the Agent receives notice of its removal from the Requisite Lenders, then the retiring or removed Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent (except any other Agent hereunder)fees, and subject a pro-rated portion of any such fees paid in advance to the Agent which relate to any period after resignation shall be promptly refunded to the Borrower's approval (which approval ) shall not instead be unreasonably withheld made by or delayed to each Lender and shall not be required with respect to any the L/C Issuer directly, until such appointment made during time as the existence of any Event of Default) the Required Requisite Lenders shall appoint a successor agent from among the Lenders or, if such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with a combined capital and surplus of at least $500,000,000Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as Agent hereunder by such successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Agent. After the effective date of the resignation of an Agent hereunder, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). 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 or removal hereunder and under the other Loan Documents, provided that the provisions of this Article X and §15 shall continue in effect for the benefit of such retiring or removed Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring or removed Agent was acting as the Agent. In Any resignation or removal by Bank of America as Agent pursuant to this Section shall also constitute its resignation or removal as L/C Issuer and Swingline Lender. Upon the event that there acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall not succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed L/C Issuer and Swingline Lender, (b) the retiring or removed L/C Issuer and Swingline Lender shall be a duly appointed discharged from all of their respective duties and acting Agent, the Borrower agrees to make each payment due to the Agent obligations hereunder and or under the Notesother Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, directly outstanding at the time of such succession or make other arrangements satisfactory to each Lender entitled thereto, pursuant to written instructions provided by the retiring Agent, and or removed L/C Issuer to provide copies effectively assume the obligations of each certificate the retiring or other document required removed L/C Issuer with respect to be furnished to the Agent hereunder, if any, directly to each Lendersuch Letters of Credit.

Resignation or Removal of Agent. Canadian Imperial Bank of Commerce, New York Agency AT&T-CFC (or any other Agent hereunder) and UBOC (or any other Co-Agent hereunder), may resign as the Agent or Co-Agent, respectively, at any time by giving ten thirty (1030) days' prior written notice thereof to the Lenders and the BorrowerBorrowers. Any such resignation or removal shall take effect at the end of such ten thirty (1030) day period or upon the earlier appointment of a successor Agent or Co-Agent, as applicable, by the Required Majority Lenders as provided below. Upon any resignation of Canadian Imperial Bank of Commerceresignation, New York Agency (or any other Agent hereunder), and subject to the Borrower's approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any such appointment made during the existence of any Event of Default) the Required Majority Lenders shall appoint a successor agent from among the Lenders or, if such appointment is deemed inadvisable or impractical by the Required Majority Lenders, another financial institution with a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent or Co-Agent hereunder by such a successor Agent or Co-Agent, such successor Agent or Co-Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent or Co-Agent. After the effective date of the resignation of an Agent or Co-Agent hereunder, the retiring Agent or Co-Agent shall be discharged from its duties and obligations hereunder, provided that the provisions of this Article ARTICLE X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent or Co-Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrower agrees 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. Canadian Imperial Bank of Commerce, New York Agency (or any other The Agent hereunder), may resign as the Agent at any time (a) give notice of its resignation to the Lenders, the L/C Issuers and the Borrower or (b) be removed by giving ten (10) days' prior written notice thereof to of the Requisite Lenders with the consent of the Borrower if the Agent engages in gross negligence or willful misconduct in the performance of its duties under the Loan Documents, as determined by a court of competent jurisdiction by a final and the Borrower. Any non-appealable judgment, and such resignation or removal shall take effect at the end of such ten (10) day period or become effective upon the earlier of the appointment of a successor Agent (and acceptance of such appointment by such successor) as set forth below or thirty (30) days after the delivery of such notice of resignation by the Required Agent or such notice of removal by the Requisite Lenders, as applicable. The Agent shall also submit a notice of resignation at the request of the Requisite Lenders as provided belowif the Agent assigns all of its Commitments and Loans pursuant to §18. Upon receipt of any such notice of resignation or delivery of Canadian Imperial Bank such notice of Commerceremoval, New York Agency the Requisite Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation or the Agent receives notice of its removal from the Requisite Lenders, then the retiring or removed Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent (except any other Agent hereunder)fees, and subject a pro-rated portion of any such fees paid in advance to the Agent which relate to any period after resignation shall be promptly refunded to the Borrower's approval (which approval ) shall not instead be unreasonably withheld made by or delayed to each Lender and shall not be required with respect to any each L/C Issuer directly, until such appointment made during time as the existence of any Event of Default) the Required Requisite Lenders shall appoint a successor agent from among the Lenders or, if such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with a combined capital and surplus of at least $500,000,000Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as the Agent hereunder by such successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Agent. After the effective date of the resignation of an Agent hereunder, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). 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 or removal hereunder and under the other Loan Documents, provided that the provisions of this Article X and §15 shall continue in effect for the benefit of such retiring or removed Agent, its benefit sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them (i) while it the retiring or removed Agent was acting as the Agent and (ii) after such resignation or removal for so long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrower agrees to make each payment due to Any resignation or removal by Bank of America as the Agent pursuant to this Section shall also constitute its resignation or removal as an L/C Issuer. Upon the acceptance of a successor’s appointment as the Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of Bank of America as a retiring or removed L/C Issuer, (b) Bank of America shall be discharged from all of its duties and obligations hereunder and or under the Notesother Loan Documents as an L/C Issuer, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, directly issued by Bank of America and outstanding at the time of such succession or make other arrangements satisfactory to each Lender entitled thereto, pursuant Bank of America to written instructions provided by effectively assume the retiring Agent, and obligations of Bank of America with respect to provide copies such Letters of each certificate or other document required to be furnished to the Agent hereunder, if any, directly to each LenderCredit.

Resignation or Removal of Agent. Canadian Imperial Bank of Commerce, New York Agency (or any other Agent hereunder), Any AGENT may resign as from the Agent performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving ten thirty (1030) days' ’ prior written notice thereof to the Lenders BORROWER and the BorrowerBANKS. Any such AGENT also may be removed at any time by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such resignation or removal shall take effect at the end of such ten (10) day period or upon the earlier appointment of a successor Agent by the Required Lenders as provided belowAGENT, in accordance with this Section 9.6. Upon any notice of resignation by any AGENT or upon the removal of Canadian Imperial Bank of Commerceany AGENT by the REQUIRED BANKS, New York Agency the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (or any other Agent hereunder), and subject not to the Borrower's approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any such appointment made during the existence delayed) of any Event of Default) the Required Lenders shall BORROWER, appoint a successor agent from among the Lenders or, if to such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with AGENT hereunder and under each other LOAN DOCUMENT who shall be a commercial bank having a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($500,000,000250,000,000.00) . If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided above. Upon the acceptance of any a successor’s appointment as Agent hereunder by such successor Agentan AGENT hereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent. After the effective date of the resignation of an Agent hereunderor removed AGENT, and the retiring Agent or removed AGENT shall be discharged from all of its duties and obligations hereunderhereunder or under the other LOAN DOCUMENTS. After the retirement or removal of any AGENT hereunder and under the other LOAN DOCUMENTS, provided that the provisions of this Article X Section 9 shall continue in effect for the benefit of such retiring or removed AGENT, its benefit sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by it any of them while it the retiring AGENT was acting as AGENT. If a retiring or removed AGENT is the Agent. In ACCOUNTS BANK, such ACCOUNTS BANK will promptly transfer all of the event that there shall not be a duly appointed deposit accounts and acting Agent, the Borrower agrees security accounts of BORROWER relating to make each payment due this AGREEMENT to the Agent hereunder and under possession or control of the Notes, if any, directly to each Lender entitled thereto, pursuant to written instructions provided by the retiring Agentsuccessor ACCOUNTS BANK, and the ACCOUNTS BANK and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to provide copies transfer the rights of each certificate or other document required to be furnished the ACCOUNTS BANK with respect thereto to the Agent hereundersuccessor ACCOUNTS BANK. If a retiring or removed AGENT is the COLLATERAL AGENT, if anysuch COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, directly and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to each Lendertransfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENT.

Resignation or Removal of Agent. Canadian Imperial Bank of Commerce, New York Agency (or any other Agent hereunder), Any AGENT may resign as from the Agent performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving ten thirty (1030) days' ’ prior written notice thereof to the Lenders BORROWER and the BorrowerBANKS. Any such AGENT also may be removed at any time by the REQUIRED BANKS upon thirty (30) days’ prior notice. Such resignation or removal shall take effect at the end of such ten (10) day period or upon the earlier appointment of a successor Agent by the Required Lenders as provided belowAGENT, in accordance with this Section 9.6. Upon any notice of resignation by any AGENT or upon the removal of Canadian Imperial Bank of Commerceany AGENT by the REQUIRED BANKS, New York Agency the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (or any other Agent hereunder), and subject not to the Borrower's approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any such appointment made during the existence delayed) of any Event of Default) the Required Lenders shall BORROWER, appoint a successor agent from among the Lenders or, if to such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with AGENT hereunder and under each other LOAN DOCUMENT who shall be a commercial bank having a combined capital and surplus of at least Two Hundred Fifty Million and No/100ths Dollars ($500,000,000250,000,000.00). If no successor AGENT has been appointed by the BANKS within thirty (30) days after the date such notice of resignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, any BANK may petition any court of competent jurisdiction for the appointment of a successor AGENT. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor AGENT, as applicable, who shall serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a successor AGENT, as provided above. Upon the acceptance of any a successor’s appointment as Agent hereunder by such successor Agentan AGENT hereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent. After the effective date of the resignation of an Agent hereunderor removed AGENT, and the retiring Agent or removed AGENT shall be discharged from all of its duties and obligations hereunderhereunder or under the other LOAN DOCUMENTS. After the retirement or removal of any AGENT hereunder and under the other LOAN DOCUMENTS, provided that the provisions of this Article X Section 9 shall continue in effect for the benefit of such retiring or removed AGENT, its benefit sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by it any of them while it the retiring AGENT was acting as AGENT. If a retiring or removed AGENT is the Agent. In ACCOUNTS BANK, such ACCOUNTS BANK will promptly transfer all of the event that there shall not be a duly appointed deposit accounts and acting Agent, the Borrower agrees security accounts of BORROWER relating to make each payment due this AGREEMENT to the Agent hereunder and under possession or control of the Notes, if any, directly to each Lender entitled thereto, pursuant to written instructions provided by the retiring Agentsuccessor ACCOUNTS BANK, and the ACCOUNTS BANK and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to provide copies transfer the rights of each certificate or other document required to be furnished the ACCOUNTS BANK with respect thereto to the Agent hereundersuccessor ACCOUNTS BANK. If a retiring or removed AGENT is the COLLATERAL AGENT, if anysuch COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, directly and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to each Lendertransfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENT.

Resignation or Removal of Agent. Canadian Imperial Bank of Commerce, New York Agency (or any other a) The Agent hereunder), may resign as the Agent at any time by giving ten (10) days' prior give written notice thereof of its resignation to the Lenders and the Lead Borrower. Any Upon receipt of any such resignation notice of resignation, the Required Lenders shall take effect at have the end right, in consultation with the Lead Borrower, to appoint a successor, which shall be (i) a bank with an office in the United States, or an Affiliate of any such ten bank with an office in the United States, (10ii) day period or upon the earlier appointment a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender, or (iii) such other Person that may be reasonably acceptable to the Required Lenders and the Lead Borrower. If no such successor Agent shall have been so appointed by the Required Lenders as provided below. Upon any resignation of Canadian Imperial Bank of Commerce, New York Agency (or any other Agent hereunder), and subject to the Borrower's approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any have accepted such appointment made during within thirty (30) days after the existence retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Event Collateral held by the Agent on behalf of Defaultthe Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders shall appoint a successor agent from among the Lenders or, if such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with a combined capital and surplus of at least $500,000,000Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as Agent hereunder by such successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent. After the effective date of the resignation of an Agent hereunder, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, provided that the provisions of this Article X and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Agent was acting as the Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrower agrees 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. Canadian Imperial Bank Subject to the appointment and acceptance of Commercea successor Agent as provided below, New York Agency (or any other the Agent hereunder), may resign as the Agent at any time by giving ten (10) days' prior written notice thereof to the Lenders Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Any Chase shall be deemed removed as Agent by the Required Banks at such resignation time as the aggregate of the Commitment Proportions of Chase and its Affiliates is less than 35% of the aggregate Commitment Proportions of the Banks hereunder; provided, however, that such removal shall take effect at the end of such ten (10) day period or only be deemed effective upon the earlier appointment of a successor Agent. Upon any such resignation or removal, the Required Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders as provided below. Upon any Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation or the Required Banks' removal of Canadian Imperial Bank the retiring Agent, then the retiring Agent may, on behalf of Commercethe Banks, appoint a successor Agent, which shall be a bank which has an office in New York, New York Agency (or York. The appointment of any other Agent hereunder), and bank which is not then a party hereto shall be subject to the approval of the Borrower's approval (, which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any such appointment made during the existence of any Event of Default) the Required Lenders shall appoint a successor agent from among the Lenders orBanks which are parties hereto. The Required Banks or the retiring Agent, if such as the case may be, shall upon the appointment is deemed inadvisable or impractical by of a Successor Agent promptly so notify the Required Lenders, another financial institution with a combined capital Borrower and surplus of at least $500,000,000the other Banks. Upon the acceptance of any appointment as Agent hereunder by such a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent. After the effective date of the resignation of an Agent hereunder, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, provided that the provisions of this Article X 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrower agrees 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. Canadian Imperial Bank of Commerce, New York Agency (or any other The Agent hereunder), may resign as the Agent at any time (a) give notice of its resignation to the Lenders, the L/C Issuer and the Borrower or (b) be removed by giving ten (10) days' prior written notice thereof to of the Requisite Lenders with the consent of the Borrower if the Agent engages in gross negligence or willful misconduct in the performance of its duties under the Loan Documents, as determined by a court of competent jurisdiction by a final and the Borrower. Any non-appealable judgment, and such resignation or removal shall take effect at the end of such ten (10) day period or become effective upon the earlier of the appointment of a successor Agent (and acceptance of such appointment by such successor) as set forth below or 30 days after the delivery of such notice of resignation by the Required Agent or such notice of removal by the Requisite Lenders, as applicable. The Agent shall also submit a notice of resignation at the request of the Requisite Lenders as provided belowif the Agent assigns all of its Commitments and Loans pursuant to §18. Upon receipt of any such notice of resignation or delivery of Canadian Imperial Bank such notice of Commerceremoval, New York Agency the Requisite Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or the Agent receives notice of its removal from the Requisite Lenders, then the retiring or removed Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent (except any other Agent hereunder)fees, and subject a pro-rated portion of any such fees paid in advance to the Agent which relate to any period after resignation shall be promptly refunded to the Borrower's approval (which approval ) shall not instead be unreasonably withheld made by or delayed to each Lender and shall not be required with respect to any the L/C Issuer directly, until such appointment made during time as the existence of any Event of Default) the Required Requisite Lenders shall appoint a successor agent from among the Lenders or, if such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with a combined capital and surplus of at least $500,000,000Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as Agent hereunder by such successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Agent. After the effective date of the resignation of an Agent hereunder, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). 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 or removal hereunder and under the other Loan Documents, provided that the provisions of this Article X and §15 shall continue in effect for the benefit of such retiring or removed Agent, its benefit sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring or removed Agent was acting as the Agent. In Any resignation or removal by Bank of America as Agent pursuant to this Section shall also constitute its resignation or removal as L/C Issuer and Swingline Lender. Upon the event that there acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall not succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed L/C Issuer and Swingline Lender, (b) the retiring or removed L/C Issuer and Swingline Lender shall be a duly appointed discharged from all of their respective duties and acting Agent, the Borrower agrees to make each payment due to the Agent obligations hereunder and or under the Notesother Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, directly outstanding at the time of such succession or make other arrangements satisfactory to each Lender entitled thereto, pursuant to written instructions provided by the retiring Agent, and or removed L/C Issuer to provide copies effectively assume the obligations of each certificate the retiring or other document required removed L/C Issuer with respect to be furnished to the Agent hereunder, if any, directly to each Lendersuch Letters of Credit.

Resignation or Removal of Agent. Canadian Imperial Bank Subject to the appointment and acceptance of Commercea successor Agent as provided below, New York Agency (or any other the Agent hereunder), may resign as the Agent at any time by giving ten (10) days' prior written notice thereof to the Lenders Banks and the Borrower. Any such resignation shall take effect , and the Agent may be removed at the end of such ten (10) day period any time with or upon the earlier appointment of a successor Agent without cause by the Required Lenders as provided belowMajority Banks. Upon any such resignation of Canadian Imperial Bank of Commerceor removal, New York Agency (or any other Agent hereunder), and subject the Majority Banks shall have the right to the Borrower's approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any such appointment made during the existence of any Event of Default) the Required Lenders shall appoint a successor agent from among Agent. If no successor Agent shall have been so appointed by the Lenders or, if Majority Banks and shall have accepted such appointment is deemed inadvisable within 30 days after the retiring Agent's giving of notice of resignation or impractical by the Required LendersMajority Banks' removal of the retiring Agent, another financial institution then the retiring Agent may, on behalf of the Banks, 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 any appointment as Agent hereunder by such a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent. After the effective date of the resignation of an Agent hereunder, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, provided that the provisions of this Article X Section 10 shall continue in effect for its benefit in respect of any CREDIT AGREEMENT actions taken or omitted to be taken by it while it was acting as the Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrower agrees 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. Canadian Imperial Bank of Commerce, New York Agency (or any other Agent hereunder), may resign as on at least thirty (30) days’ written notice to Lenders and Borrower or upon the occurrence of an Event of Default. Agent may be removed at any time by giving the Required Lenders upon a final determination of Agent’s gross negligence or intentional misconduct or if the Required Lenders (without considering the vote of Agent in its capacity as Lender) elect to remove Agent following Agent’s election described in Section 10.7(a) (provided that Agent shall have the option, in a written notice to Lenders, to withdraw such election described in Section 10.7(a) within five (5) Business Days of its receipt of written notice of the Required Lenders’ election to remove Agent as aforesaid and in such instance, such election of the Required Lenders shall be null and void and of no force or effect), provided that Borrower and the other Lenders shall be promptly notified thereof. Upon such resignation or removal of Agent, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within twenty (20) days after the resignation or the Required Lenders’ removal of the retiring Agent, then the retiring or removed Agent may, on behalf of Lenders, appoint a successor Agent, which shall be one of Lenders, within ten (10) days' prior written notice thereof to . The Required Lenders or the Lenders and resigning or removed Agent, as the Borrower. Any such resignation case may be, shall take effect at the end of such ten (10) day period or upon the earlier appointment of a successor Agent by promptly so notify Borrower and the Required Lenders as provided below. Upon any resignation of Canadian Imperial Bank of Commerce, New York Agency (or any other Agent hereunder), and subject to the Borrower's approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any such appointment made during the existence of any Event of Default) the Required Lenders shall appoint a successor agent from among the Lenders or, if such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by such a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent. After the effective date of the resignation of an Agent hereunder, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent’s resignation or removal hereunder as Agent, provided that the provisions of this Article X 10 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrower agrees 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. Canadian Imperial Bank Subject to the appointment and acceptance of Commercea successor Administrative Agent as provided below, New York Agency (or any other i) Administrative Agent hereunder), may resign as the Agent at any time by giving ten (10) days' prior written notice thereof to the Lenders and the Borrower. Any such resignation shall take effect , (ii) Administrative Agent may be removed at the end of such ten (10) day period any time with or upon the earlier appointment of a successor Agent without cause by the Required Lenders as provided belowand (iii) Administrative Agent may be removed by Lenders holding at least 50% of the aggregate unpaid principal amount of the Loans (the "Majority Lenders") in the event of Administrative Agent's gross negligence or willful misconduct or a material breach by Administrative Agent in the performance of its obligations under the terms of this Agreement, which gross negligence, willful misconduct or material breach is not cured or discontinued by Administrative Agent with reasonable promptness following its receipt of written notice of such breach from one of the Lenders. Upon any such resignation or removal, the Required Lenders (or, in the case of Canadian Imperial Bank a removal under clause (iii) of Commercethis Section 11.09, New York Agency the Majority Lenders) shall have the right to appoint a successor Administrative Agent, which successor Administrative Agent shall be approved by Borrower (or any other Agent hereunder), and subject such approval not to the Borrower's approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any such appointment made during the existence of any provided, however, that if an Event of Default) Default shall exist, no such consent of Borrower shall be required). If no successor Administrative Agent shall have been so appointed by the Required Lenders (or, in the case of a removal under clause (iii) of this Section 11.09, the Majority Lenders) or shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent's giving of notice of resignation or the Required Lenders' or the Majority Lenders', as the case may be, removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor agent from among the Lenders orAdministrative Agent, if such appointment is deemed inadvisable which shall be a bank or impractical by the Required Lenders, another other financial institution with that has an office in New York, New York and that has a combined capital and surplus of at least $500,000,00050,000,000 and that shall be approved by Borrower (such approval not to be unreasonably withheld or delayed and provided, however, that if an Event of Default shall exist, no such consent of Borrower shall be required). Upon the acceptance of any appointment as Administrative Agent hereunder by such a successor 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. After the effective date of the resignation of an Agent hereunder, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation or removal hereunder as Administrative Agent, provided that the provisions of this Article X Section 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrower agrees 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. Canadian Imperial Bank Subject to the appointment and acceptance of Commercea successor Agent as provided below, New York Agency (or any other the Agent hereunder), may resign as the Agent at any time by giving ten (10) days' prior written notice thereof to the Lenders Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. Any Upon any such resignation or removal, the Required Banks shall take effect at have the end right to appoint a successor Agent, which (if other than the Bank having the next largest Bank Percentage) shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of such ten (10) day period notice of resignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, 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 earlier appointment of a successor Agent promptly so notify the Borrower and the other Banks. Notwithstanding the foregoing provisions of this Section, if all the Loans are assigned by the Required Lenders as provided below. Upon any resignation of Canadian Imperial Bank of CommerceBanks to the Designated Party, New York Agency (or any other the Agent hereunder)shall resign contemporaneously therewith, and subject the Designated Party shall be deemed automatically to have been appointed (and to have accepted the Borrower's approval (which approval shall not be unreasonably withheld or delayed and shall not be required with respect to any such appointment made during the existence of any Event of Defaultappointment) the Required Lenders shall appoint a as successor agent from among the Lenders or, if such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with a combined capital and surplus of at least $500,000,000Agent. Upon the acceptance of any appointment as Agent hereunder by such a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent. After the effective date of the resignation of an Agent hereunder, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, provided that the provisions of this Article X 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrower agrees 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.