Common use of Resignation or Removal Clause in Contracts

Resignation or Removal. Subject to the appointment and acceptance of a successor as provided below, either or both of the Administrative Agent and the Letter of Credit Agent may resign at any time by giving notice thereof to the Banks and the Company, and either may be removed at any time with or without cause by the Majority Banks, provided that the Letter of Credit Agent shall not be removed as Letter of Credit Agent with respect to Letters of Credit issued by it. Upon any such resignation or removal, the Majority Banks shall have the right to appoint a successor Administrative Agent or Letter of Credit Agent. If no successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent or Letter of Credit Agent has given its notice of resignation or after the Majority Banks have removed such Administrative Agent or Letter of Credit Agent, then the retiring or removed Administrative Agent or Letter of Credit Agent may, on behalf of the Banks, appoint a successor, which shall be a bank which has an office in the United States of America and which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Administrative Agent or Letter of Credit Agent hereunder by such a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Letter of Credit Agent, and the retiring Administrative Agent or Letter of Credit Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent or Letter of Credit Agent's resignation or removal hereunder, the provisions of this Section 10 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent or Letter of Credit Agent. Notwithstanding the foregoing the same entity shall act as Administrative Agent and Letter of Credit Agent. However, the Company, the Administrative Agent and the Majority Banks may designate a Bank or Banks to serve as co-Letter of Credit Agent which shall be entitled to all of the rights and obligations of the Letter of Credit Agent hereunder.

Resignation or Removal. Subject Administrative Agent shall, at all times, be the same Person which is Administrative Agent under the Credit Agreement. Written notice of resignation by Administrative Agent pursuant to the appointment and acceptance of a successor as provided below, either or both subsection 8.6 of the Credit Agreement shall also constitute notice of resigna- tion under this Agreement; removal of Administrative Agent pursuant to subsection 8.6 of the Credit Agreement shall also constitute removal under this Agreement; and the Letter appointment of Credit Agent may resign at any time by giving notice thereof to the Banks and the Company, and either may be removed at any time with or without cause by the Majority Banks, provided that the Letter of Credit Agent shall not be removed as Letter of Credit Agent with respect to Letters of Credit issued by it. Upon any such resignation or removal, the Majority Banks shall have the right to appoint a successor Administrative Agent or Letter pursuant to subsection 8.6 of the Credit Agent. If no Agreement shall also constitute appointment of a successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent or Letter of Credit Agent has given its notice of resignation or after the Majority Banks have removed such Administrative Agent or Letter of Credit Agent, then the retiring or removed Administrative Agent or Letter of Credit Agent may, on behalf of the Banks, appoint a successor, which shall be a bank which has an office in the United States of America and which has a combined capital and surplus of at least $500,000,000under this Agreement. Upon the acceptance of any appointment as Administrative Agent or Letter under subsection 8.6 of the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent hereunder by such a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent or Letter of Credit Agentunder this Agreement, and the retiring or removed Administrative Agent under this Agreement shall promptly deliver to such successor Administrative Agent all sums and securities held hereunder, together with all records and other documents necessary or Letter appropriate in connection with the performance of Credit the duties of the successor Administrative Agent as depository under this Agreement, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring or removed Administrative Agent or Letter of Credit Agent's resignation or removal hereunderhereunder as Administrative Agent, the provisions of this Section 10 Sections 11 and 14 hereof 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 Administrative Agent or Letter of Credit Agent. Notwithstanding the foregoing the same entity shall act as Administrative Agent and Letter of Credit Agent. However, the Company, the Administrative Agent and the Majority Banks may designate a Bank or Banks to serve as co-Letter of Credit Agent which shall be entitled to all of the rights and obligations of the Letter of Credit Agent hereunderunder this Agreement.

Resignation or Removal. Subject to the appointment and acceptance of a successor as provided below, either or both of the Administrative Agent and the Letter of Credit The Agent may resign as such at any time by giving upon ---------------------- at least 30 days' prior notice thereof to Borrower and the Secured Creditors. The Secured Creditors may remove the Agent upon written notice to the Banks Agent. No such resignation or removal shall become effective unless and until a successor Agent under this Agreement is appointed and has accepted the Companyappointment. In the event of resignation or removal of the Agent hereunder, and either may be removed at any time with or without cause by the Majority Banks, provided that the Letter of Credit Agent shall not be removed as Letter entitled to its fees and expenses to the date of Credit Agent with respect to Letters removal. In the event of Credit issued by it. Upon any such resignation or removal, the Majority Banks Secured Creditors shall have the right to promptly as practicable appoint a successor Administrative Agent or Letter of Credit Agent. If no successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent or Letter of Credit Agent has given its notice of resignation or after the Majority Banks have removed such Administrative Agent or Letter of Credit Agent, then the retiring or removed Administrative Agent or Letter of Credit Agent may, on behalf of the Banks, appoint a successor, which shall be a bank which has an office in the United States of America and which has a combined capital and surplus of at least $500,000,000mutually satisfactory to them. Upon the acceptance of any appointment as Administrative Agent or Letter of Credit Agent hereunder by such a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent or Letter of Credit Agent, and the retiring Administrative Agent or Letter of Credit Agent shall be discharged from its duties and obligations hereunderunder this Agreement except the duty to execute and deliver any documents necessary to vest or confirm the vesting of such rights, powers, privileges and duties in such successor Agent, and to cooperate with the Secured Creditors and any successor Agent in the prosecution or defense of claims by or against the Secured Creditors relating to or arising out of the Credit Documents. After any retiring Administrative Agent or Letter of Credit Agent's resignation or removal hereunderhereunder as Agent, the provisions of this Section 10 Agreement shall continue in effect for its benefit in with respect of any to actions taken or omitted to be taken by it said Agent while it was acting in its capacity as Administrative Agent hereunder. After the retiring Agent's resignation or removal hereunder as Agent, each reference herein to a place for giving of notice or deliveries to the Agent shall be deemed to refer to the principal office of the successor Agent or Letter of Credit Agent. Notwithstanding the foregoing the same entity shall act as Administrative Agent and Letter of Credit Agent. However, the Company, the Administrative Agent and the Majority Banks may designate a Bank or Banks to serve as co-Letter of Credit Agent which shall be entitled to all such other office of the rights and obligations of successor Agent as it may specify to the Letter of Credit Agent hereunderSecured Creditors.

Resignation or Removal. Subject to the appointment and acceptance of a successor The Administrative Agent may resign as provided below, either or both of Administrative Agent under this Agreement at any time. The Administrative Agent may be removed as the Administrative Agent and the Letter of Credit Agent may resign at any time by giving notice thereof to the Banks and the Company, and either may be removed at any time under this Agreement with or without cause by the Majority BanksBanks and, provided that if the Letter of Credit Banks elect to remove the Administrative Agent for cause, the Administrative Agent shall not be removed resign as Letter Administrative Agent under this Agreement within thirty (30) days after written notice of Credit removal. If the Administrative Agent with respect to Letters of Credit issued by it. Upon any such resignation resigns (voluntarily or removalinvoluntarily) as the Administrative Agent under this Agreement, the Majority Banks shall have the right to may appoint a successor Administrative Agent or Letter of Credit Agent. If no successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent or Letter of Credit Agent has given its notice of resignation or after the Majority Banks have removed such Administrative Agent or Letter of Credit Agent, then the retiring or removed Administrative Agent or Letter of Credit Agent may, on behalf of for the Banks, appoint a successor, which successor Administrative Agent shall be a commercial bank which has an office in organized under the laws of the United States of America and which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of or any appointment as state thereof, whereupon such successor Administrative Agent or Letter of Credit Agent hereunder by such a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring former Administrative Agent and the obligations of the former Administrative Agent shall be terminated and canceled, without any other or further act or deed on the part of such former Administrative Agent or Letter any of Credit the parties to this Agreement. The former Administrative Agent's resignation shall not become effective until a successor Administrative Agent has been appointed and has succeeded of record to all right, title and interest in any of the Collateral held by the Administrative Agent; provided, however, that if the Banks cannot agree as to a successor Administrative Agent within ninety (90) days after such resignation, the Administrative Agent shall appoint a successor Administrative Agent and the retiring parties hereto agree to execute whatever documents are necessary to effect such action under this Agreement or any other document executed pursuant to this Agreement. At all times, all provisions of this Agreement and the other Loan Documents shall remain in full force and effect, even during the period between the resignation an Administrative Agent or Letter and the appointment of Credit Agent shall be discharged from its duties and obligations hereunderas successor Administrative Agent. After any retiring Administrative Agent or Letter of Credit Agent's resignation or removal hereunderas Administrative Agent, the provisions of this Section 10 section shall continue in effect for its inure to the benefit in respect of the resigned Administrative Agent as to any actions taken or omitted to be taken by it while it was acting as AMENDED AND RESTATED CREDIT AGREEMENT: PAGE 65 of 85 Pages 66 Administrative Agent or Letter of Credit Agent. Notwithstanding the foregoing the same entity shall act as under this Agreement and until a successor Administrative Agent and Letter of Credit Agent. However, the Company, the Administrative Agent and the Majority Banks may designate a Bank or Banks to serve as co-Letter of Credit Agent which shall be entitled to all of the rights and obligations of the Letter of Credit Agent hereunderhas been appointed.

Resignation or Removal. Subject The Agent may resign as such at any time upon at least thirty (30) days' prior notice to Borrower and the Secured Creditors' Representative. The Secured Creditors' Representative may remove the Agent upon written notice to the appointment and acceptance of a successor as provided below, either or both of the Administrative Agent and the Letter Borrower. No such resignation or removal shall become effective unless and until a successor Agent under this Agreement is appointed and has accepted the appointment. In the event of Credit resignation or removal of the Agent may resign at any time by giving notice thereof hereunder, the Agent shall be entitled to its fees and expenses to the Banks and date of removal. In the Company, and either may be removed at any time with or without cause by the Majority Banks, provided that the Letter event of Credit Agent shall not be removed as Letter of Credit Agent with respect to Letters of Credit issued by it. Upon any such resignation or removal, the Majority Banks Secured Creditors' Representative shall have the right to promptly as practicable appoint a successor Administrative Agent or Letter of Credit Agent. If no successor shall have been so appointed by the Majority Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent or Letter of Credit Agent has given its notice of resignation or after the Majority Banks have removed such Administrative Agent or Letter of Credit Agent, then the retiring or removed Administrative Agent or Letter of Credit Agent may, on behalf of the Banks, appoint a successor, which shall be a bank which has an office in the United States of America and which has a combined capital and surplus of at least $500,000,000mutually satisfactory to them. Upon the acceptance of any appointment as Administrative Agent or Letter of Credit Agent hereunder by such a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Administrative Agent or Letter of Credit Agent, and the retiring Administrative Agent or Letter of Credit Agent shall be discharged from its duties and obligations hereunderunder this Agreement except the duty to execute and deliver any documents necessary to vest or confirm the vesting of such rights, powers, privileges and duties in such successor Agent, and to cooperate with the Secured Creditors' Representative and any successor Agent in the prosecution or defense of claims by or against the Secured Creditors relating to or arising out of the Credit Agreements. After any retiring Administrative Agent or Letter of Credit Agent's resignation or removal hereunderhereunder as Agent, the provisions of this Section 10 Agreement shall continue in effect for its benefit in with respect of any to actions taken or omitted to be taken by it said Agent while it was acting in its capacity as Administrative Agent hereunder. After the retiring Agent's resignation or removal hereunder as Agent, each reference herein to a place for giving of notice or deliveries to the Agent shall be deemed to refer to the principal office of the successor Agent or Letter of Credit Agent. Notwithstanding the foregoing the same entity shall act as Administrative Agent and Letter of Credit Agent. However, the Company, the Administrative Agent and the Majority Banks may designate a Bank or Banks to serve as co-Letter of Credit Agent which shall be entitled to all such other office of the rights and obligations of successor Agent as it may specify to the Letter of Credit Agent hereunderSecured Creditors' Representative.

Resignation or Removal. Subject to the appointment appointment13.22 and acceptance of a successor Successor Agent (as provided defined below), either or both of the Administrative Agent and the Letter of Credit Agent may resign at any time by giving notice thereof to notifying each of the Banks Syndication Parties and Borrower. After the Company, and either may be removed at any time with or without cause by the Majority Banks, provided that the Letter receipt of Credit Agent shall not be removed as Letter of Credit Agent with respect to Letters of Credit issued by it. Upon any such resignation or removalnotice, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent or Letter of Credit (“Successor Agent”). If (a) no successor Successor Agent shall have been so appointed which is either (i) a Syndication Party, or (ii) if not a Syndication Party, which is a Person approved by the Majority Banks and Borrower, such approval not to be unreasonably withheld (provided that Borrower shall have no approval rights upon the occurrence and during the continuance of an Event of Default), or (b) such Successor Agent has not accepted such appointment appointment, in either case within 30 thirty (30) days after the retiring Administrative Agent or Letter Agent’s giving of Credit Agent has given its such notice of resignation or after the Majority Banks have removed such Administrative Agent or Letter of Credit Agentresignation, then the retiring or removed Administrative Agent or Letter of Credit Agent may, on behalf of after consulting with, but without obtaining the Banksapproval of, Borrower, appoint a successor, Successor Agent which shall be a bank which has an office in or a trust company organized under the laws of the United States of America or any state thereof and which has having a combined capital capital, surplus and surplus undivided profit of at least $500,000,000250,000,000. If no Successor Agent has been appointed pursuant to the immediately preceding sentence by the forty-fifth (45th) day after the giving of such notice of resignation, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a Successor Agent. If, and for so long as, the Person acting as the Administrative Agent is a Defaulting Syndication Party, such Person may be removed as the Administrative Agent upon the written demand of the Required Lenders, which demand shall also appoint a Successor Agent. Upon the acceptance appointment of any appointment as a Successor Agent hereunder, (a) the term “Administrative Agent or Letter Agent” shall for all purposes of this Credit Agent hereunder by Agreement thereafter mean such a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Letter of Credit Successor Agent, and (b) the retiring Administrative Successor Agent or Letter shall notify Borrower of Credit its identity and of the information called for in Subsection 14.4.2 hereof. The fees payable by Borrower to a Successor Agent shall be discharged from the same as those payable to its duties predecessor unless otherwise agreed between Borrower and obligations hereundersuch Successor Agent. After any retiring Administrative Agent Agent’s resignation hereunder as Administrative Agent, or Letter the removal hereunder of Credit any Administrative Agent's resignation or removal hereunder, the provisions of this Section 10 Credit Agreement shall continue in effect for its to inure to the benefit in respect of such Administrative Agent as to any actions taken or omitted to be taken by it while it was acting as Administrative Agent or Letter of Credit Agent. Notwithstanding the foregoing the same entity shall act as Administrative Agent and Letter of Credit Agent. However, the Company, the Administrative Agent and the Majority Banks may designate a Bank or Banks to serve as co-Letter of under this Credit Agent which shall be entitled to all of the rights and obligations of the Letter of Credit Agent hereunder.Agreement. [Reserved].13.23

Resignation or Removal. Subject to the appointment The Fiscal and acceptance of a successor as provided below, either or both of the Administrative Agent and the Letter of Credit Paying Agent may resign at any time resign from its duties hereunder by giving written notice thereof of resignation to the Banks and Bank specifying the Companydate on which such resignation shall become effective; provided, and either however, that such date shall not be less than 30 Business Days after such notice is received by the Bank. The Bank may be removed at any time with or without cause remove the Fiscal and Paying Agent by giving written notice of removal to the Majority BanksFiscal and Paying Agent specifying the date on which such removal shall be effective; provided, provided however, that the Letter of Credit Agent such date shall not be less than 30 Business Days after such notice is given to the Fiscal and Paying Agent, and, provided further, that no such notice shall expire less than 15 days before or 15 days after any Payment Date. Such notice of removal shall be in duplicate signed on behalf of the Bank, one copy of which shall be delivered to the Fiscal and Paying Agent being removed as Letter of Credit Agent with respect and one copy to Letters of Credit issued by itthe successor agent. Upon any such Any termination or resignation or removal, hereunder shall not affect the Majority Banks shall have the Fiscal and Paying Agent's right to appoint a successor Administrative Agent the payment of fees earned or Letter charges incurred through the effective date of Credit Agentsuch termination or resignation, as the case may be. If If, after 30 days, no successor to such Fiscal and Paying Agent shall have been so appointed by the Majority Banks and appointed, or if so appointed, shall not have accepted such appointment within 30 days after the retiring Administrative Agent or Letter as hereinafter provided, any holder of Credit Agent has given its notice of resignation or after the Majority Banks have removed such Administrative Agent or Letter of Credit Agent, then the retiring or removed Administrative Agent or Letter of Credit Agent maya Note, on behalf of itself and all others similarly situated, or such Fiscal and Paying Agent may petition any court of competent jurisdiction for the Banksappointment of a successor to such Fiscal and Paying Agent. There will at all times be a fiscal agent for the Notes on the terms and conditions specified in this Agreement, appoint a successor, in the Notes and in the Interest Calculation Agreement which shall will be a bank which has an office in or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and which has a combined capital and surplus having an established place of at least $500,000,000. Upon business in the acceptance City of any appointment as Administrative Agent or Letter of Credit Agent hereunder by such a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Letter of Credit AgentNew York, and the retiring Administrative Agent or Letter of Credit Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent or Letter of Credit Agent's resignation or removal hereunder, the provisions of this Section 10 shall continue in effect for its benefit in respect of any actions taken or omitted authorized under such laws to be taken by it while it was acting as Administrative Agent or Letter of Credit Agent. Notwithstanding the foregoing the same entity shall act as Administrative Agent and Letter of Credit Agent. However, the Company, the Administrative Agent and the Majority Banks may designate a Bank or Banks to serve as co-Letter of Credit Agent which shall be entitled to all of the rights and obligations of the Letter of Credit Agent hereunderexercise corporate trust powers.

Resignation or Removal. Subject to the appointment and acceptance of a successor as provided below, either or both of the Administrative Agent and the Letter of Credit The Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to the Banks Lenders and the Company, and either Borrower. The Agent may be removed at any time with or without cause as Agent upon thirty (30) days prior written notice by the Majority Banks, provided Required Lenders (Lenders or Lender whose aggregate principal amount of the outstanding Loans are greater that sixty-six percent of the Letter of Credit Agent shall not be removed as Letter of Credit Agent with respect to Letters of Credit issued by itTotal Commitment). Upon any such resignation or removal, the Majority Banks Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Administrative Agent any Lender or Letter any bank whose senior debt obligations are rated not less than “A” or its equivalent by Standard & Poor’s Corporation, subject to the prior written approval of Credit AgentBorrower (provided no Event of Default has occurred and is continuing), not to be unreasonably withheld or delayed. Any such resignation or removal shall be effective upon appointment and acceptance of a successor Agent selected by the Majority Lenders and, provided no Default or Event of Default has occurred and is continuing, approved by Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent or Letter of Credit Agent has given its Agent’s giving notice of resignation or after the Majority Banks have removed such Administrative Agent or Letter Lender’s giving notice of Credit Agentremoval, then the retiring or removed Administrative Agent or Letter of Credit Agent may, on behalf of the BanksLenders, appoint a successorsuccessor Agent, which shall be a bank which has an office in the United States of America and which has a combined capital and surplus of at least $500,000,000Lender, if any Lender is willing to so serve. Upon the acceptance of any appointment as Administrative Agent or Letter of Credit Agent hereunder by such a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Letter of Credit removed Agent, and the retiring Administrative Agent or Letter of Credit Agent shall be discharged from its duties and obligations hereunderhereunder as Agent. After any retiring Administrative Agent or Letter of Credit Agent's resignation or removal hereunder’s resignation, the provisions of this Section 10 the 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 Administrative Agent or Letter of Credit the Agent. Notwithstanding the foregoing the same entity shall act as Administrative Agent and Letter of Credit Agent. However, the Company, the Administrative Agent and the Majority Banks may designate a Bank or Banks to serve as co-Letter of Credit Agent which shall be entitled to all of the rights and obligations of the Letter of Credit Agent hereunder.

Resignation or Removal. Subject to the appointment and acceptance of a successor as provided below, either or both of the The Administrative Agent and the Letter of Credit Agent may resign at any time by giving sixty (60) days' prior written notice thereof to the Banks Lenders and the Company, and either may be removed at any time with or without cause by the Majority Banks, provided that the Letter of Credit Agent shall not be removed as Letter of Credit Agent with respect to Letters of Credit issued by itBorrower. Upon any such resignation or removalresignation, the Majority Banks Required Lenders shall have the right to appoint a successor Administrative Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Administrative Agent or Letter of Credit Agentshall be reasonably acceptable to Borrower. If no successor Administrative Agent shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Administrative Agent or Letter Agent's giving of Credit Agent has given its notice of resignation or after the Majority Banks have removed such Administrative Agent or Letter of Credit Agentresignation, then the retiring or removed Administrative Agent or Letter of Credit Agent may, on behalf of the BanksLenders, appoint a successorsuccessor Administrative Agent, which shall be a bank which has an office in the United States financial institution having a rating of America and which has a combined capital and surplus of at least $500,000,000. not less than A-1 or its equivalent by Standard & Poor's Corporation or P-1 Xxxxx'x Investors Services, Inc. Upon the acceptance of any appointment as Administrative Agent or Letter of Credit Agent hereunder by such a successorsuccessor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Letter of Credit Agent, and the retiring Administrative Agent or Letter of Credit Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent or Letter of Credit Agent's resignation or removal hereunderresignation, the provisions of this Section 10 Loan 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 Administrative Agent or Letter of Credit Agent. Notwithstanding the foregoing the same entity shall act as The Administrative Agent and Letter of Credit Agent. However, may be removed by the Company, Required Lenders for cause if the Administrative Agent shall fail in a material way to perform its duties hereunder and the Majority Banks may designate provisions of this (S)13.9 shall apply to the appointment of a Bank or Banks to serve as co-Letter of Credit Agent which shall be entitled to all of the rights and obligations of the Letter of Credit Agent hereundersuccessor Administrative Agent.

Resignation or Removal. Subject to the appointment and acceptance of a successor acceptance, as provided below, either of a successor Administrative Agent or both Documentation Agent, as applicable, each of the Administrative Agent and the Letter of Credit Documentation Agent may resign at any time by giving notice thereof to the other and to the other Agents, the Banks and the Company, Borrowers and either each of the Administrative Agent and the Documentation Agent may be removed at any time with or without for cause by the Majority Banks, provided that the Letter of Credit Agent shall not be removed as Letter of Credit Agent with respect to Letters of Credit issued by it. Upon any such resignation or removal, the Majority Banks acting jointly shall have the right to appoint a successor Administrative Agent or Letter of Credit Documentation Agent, as appropriate. If no successor shall (in consultation with the Borrowers) have been so appointed by the Majority Banks and shall have accepted such appointment within 30 days after the retiring Administrative Agent Agent's or Letter Documentation Agent's giving of Credit Agent has given its notice of resignation or after the Majority Banks have removed such Banks' removal of the retiring Administrative Agent or Letter of Credit Documentation Agent, then the retiring or removed Administrative Agent or Letter may (with, so long as no Event of Credit Agent mayDefault shall have occurred and be continuing the consent of the Borrowers, which shall not be unreasonably withheld), on behalf of the Banks, appoint a its own successor, which shall be a bank Bank which has an office in the United States of America and which has New York, New York, with a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment hereunder as a successor Administrative Agent or Letter of Credit Agent hereunder by such a successorDocumentation Agent, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Letter of Credit Documentation Agent, as the case may be, and the retiring Administrative Agent or Letter of Credit Agent Documentation Agent, as the case may be, shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent Agent's or Letter of Credit Documentation Agent's resignation or removal hereunder, the provisions of this Section Article 10 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or Letter of Credit Documentation Agent. Notwithstanding the foregoing the same entity shall act as Administrative Agent and Letter of Credit Agent. However, the Company, the Administrative Agent and the Majority Banks may designate a Bank or Banks to serve as co-Letter of Credit Agent which shall be entitled to all of the rights and obligations of the Letter of Credit Agent hereunder.