Common use of Resignation Clause in Contracts

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) ----------- days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign as such at any time by giving sixty (60) days upon at least 30 days' prior written notice thereof to the Banks Company and the BorrowerBanks. Upon In the event of any such resignation, the Majority Banks having an aggregate Percentage of more than 50% shall have the right to as promptly as practicable appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be from among the Banks reasonably acceptable to the BorrowerCompany (no such acceptance being required if an Event of Default has occurred and is continuing). If no successor Agent shall have been so appointed by the Majority Banks appointed, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor AgentAgent from among the Banks reasonably acceptable to the Company (no such acceptance being required if an Event of Default has occurred and is continuing), which shall be a financial institution commercial bank organized under the laws of the United States of America or of any State thereof or under the laws of another country which is doing business in the United States of America and having a rating combined capital, surplus and undivided profits of not less than A or its equivalent by Standard & Poor's Corporationat least $1,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agentagent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its all further duties and obligations hereunderunder this Agreement. After any retiring Agent's resignationresignation hereunder as Agent, the provisions of this Credit Agreement and the other Loan Documents Section 12 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 AgentAgent under this Agreement.

Resignation. The Agent may resign at any time by giving sixty (60) days days' prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor AgentAgent reasonably acceptable to the Borrower, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. S&P. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days days' prior written notice thereof to the Banks and the BorrowerBorrowers. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerBorrowers. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's CorporationRatings Group. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations obligations, if any, hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the BorrowerCompany. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days days, prior written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Requisite Lenders shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, appointment of such successor Agent shall be reasonably acceptable subject to the reasonable approval of the Borrower. If no successor Agent shall have been so appointed by the Majority Banks Requisite Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignationresignation or removal, or the Borrower has disapproved or failed to approve a successor agent within such period, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating of not less than A A2/P2 or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks Banks, with the consent of the Borrower (so long as no Default or Event of Default shall have occurred and be continuing), which consent is not be unreasonably withheld, shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's CorporationRating Service. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Subject to the appointment and acceptance of a ----------- successor Agent as provided below, any Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the BorrowerCompany. Upon any such resignation, the Majority Banks (or the majority in number of Banks with respect to any removal for cause) shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and , subject to Company's consent, not to be continuingunreasonably withheld, such if the successor Agent shall be reasonably acceptable to the Borroweris not a Bank. If no successor Agent shall have been so appointed by the Majority Banks (or the majority in number of Banks with respect to any removal for cause) and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall subject to Company's consent, not to be unreasonably withheld, if such successor Agent is not a financial institution having a rating of not less than A or its equivalent by Standard & Poor's CorporationBank. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignationresignation hereunder as Agent, the provisions of this Credit Agreement and the other Loan Documents Article 11 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty thirty (6030) days prior written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Lenders shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, appointment of such successor Agent shall be reasonably acceptable subject to the reasonable approval of the Borrower. If no successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Borrower has disapproved or failed to approve a successor agent within such period, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating of not less than A A2/P2 or its equivalent by Standard & Poor's ’s Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Any Agent may resign at any time by giving sixty (60) days days' prior written notice thereof to the Banks Acceptance Bank, the Issuing Bank, the Lenders and the BorrowerBorrowers. Upon any such resignation, the Majority Banks Lenders shall have the right right, in consultation with the Borrowers, to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerBorrowers. If no successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating of not less than A "A" or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the BorrowerCompany. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerCompany. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's CorporationRatings Group. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor AgentAgent from among the Banks. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be any Bank or a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days days' prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the BorrowerBorrowers. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerBorrowers. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign as such at any time by giving sixty (60) days upon at least 30 days' prior written notice thereof to the Banks Company and the BorrowerBanks. Upon In the event of any such resignation, the Majority Banks having an aggregate Percentage of more than 50% shall have the right to as promptly as practicable appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be from among the Banks reasonably acceptable to the BorrowerCompany (no such acceptance being required if an Event of Default has occurred and is continuing). If no successor Agent shall have been so appointed by the Majority Banks appointed, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor AgentAgent from among the Banks reasonably acceptable to the Company (no such acceptance being required if an Event of Default has occurred and is continuing), which shall be a financial institution commercial bank organized under the laws of the United States of America or of any State thereof or under the laws of another country which is doing business in the United States of America and having a rating combined capital, surplus and undivided profits of not less than A or its equivalent by Standard & Poor's Corporationat least $1,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agentagent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its all further duties and obligations hereunderunder this Agreement. After any retiring Agent's resignationCredit Agreement resignation hereunder as Agent, the provisions of this Credit Agreement and the other Loan Documents Section 12 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 AgentAgent under this Agreement.

Resignation. The Agent may resign as such at any time by giving sixty (60) days upon at least 30 days' prior written notice thereof to the Banks Company and the BorrowerBanks. Upon In the event of any such resignation, the Majority Banks having an aggregate Percentage of more than 50% shall have the right to as promptly as practicable appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be from among the Banks reasonably acceptable to the BorrowerCompany. If no successor Agent shall have been so appointed by the Majority Banks appointed, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor AgentAgent from among the Banks reasonably acceptable to the Company, which shall be a financial institution commercial bank organized under the laws of the United States of America or of any State thereof or under the laws of another country which is doing business in the United States of America and having a rating combined capital, surplus and undivided profits of not less than A or its equivalent by Standard & Poor's Corporationat least $1,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agentagent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its all further duties and obligations hereunderunder this Agreement. After any retiring Agent's resignationresignation hereunder as Agent, the provisions of this Credit Agreement and the other Loan Documents Section 12 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 AgentAgent under this Agreement.

Resignation. The Agent may resign at any time by giving sixty ----------- (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's CorporationRatings Services. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the BorrowerParent. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerParent. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days days' prior written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor AgentAgent reasonably acceptable to the Borrower, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. S&P. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless , such successor Agent being reasonably acceptable to the Borrower unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring removal of the Agent's giving of notice of resignation, then any Bank shall have the retiring Agent may, on behalf right to petition a court of competent jurisdiction for the Banks, appoint appointment of a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks Lenders and the BorrowerBorrowers. Upon any such resignation, the Majority Banks Lenders shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to each of the BorrowerBorrowers. If no successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating of not less than A "A" or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign as such at any time by giving sixty (60) days upon at least 30 days’ prior written notice thereof to the Banks Company and the BorrowerBanks. Upon In the event of any such resignation, the Majority Banks having an aggregate Percentage of more than 50% shall have the right to as promptly as practicable appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be from among the Banks reasonably acceptable to the BorrowerCompany (no such acceptance being required if an Event of Default has occurred and is continuing). If no successor Agent shall have been so appointed by the Majority Banks appointed, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor AgentAgent from among the Banks reasonably acceptable to the Company (no such acceptance being required if an Event of Default has occurred and is continuing), which shall be a financial institution commercial bank organized under the laws of the United States of America or of any State thereof or under the laws of another country which is doing business in the United States of America and having a rating combined capital, surplus and undivided profits of not less than A or its equivalent by Standard & Poor's Corporationat least $1,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agentagent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its all further duties and obligations hereunderunder this Agreement. After any retiring Agent's resignation’s resignation hereunder as Agent, the provisions of this Credit Agreement and the other Loan Documents Section 12 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 AgentAgent under this Agreement.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the BorrowerBorrowers. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerBorrowers. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days days' prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's CorporationRatings Group. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign as such at any time by giving sixty (60) days upon at least 30 days’ prior written notice thereof to the Banks Borrower and the BorrowerBanks. Upon In the event of any such resignationresignation of the Agent, the Majority Required Banks shall have the right to as promptly as practicable appoint a Bank as a successor Agent. Unless a ; provided, however, that so long as no Default or Event of Default shall have has occurred and be continuingis continuing at such time, no such successor Agent shall may be reasonably acceptable to appointed without the prior written consent of the Borrower. If no such successor Agent shall have been so appointed by the Majority Required Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring resigning Agent's ’s giving of notice of resignation, then the retiring resigning Agent may, on behalf of the Banks, appoint a Bank as a successor Agent, which shall be a financial institution having a rating commercial bank organized under the laws of not less than A the United States of America or its equivalent by Standard & Poor's Corporationof any State thereof. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed be entitled to receive from the prior Agent such documents of transfer and become vested with all the rights, powers, privileges and duties of the retiring Agent, assignment as such successor Agent may reasonably request and the retiring resigning Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring Agent's resignationresignation pursuant to this Section, the provisions of this Credit Agreement and Section shall inure to the other Loan Documents shall continue in effect for its benefit in respect of the retiring Agent as to any actions taken or omitted to be taken by it while it was acting as Agentan Agent hereunder.

Resignation. The Agent may resign at any time by giving sixty (60) days days' prior written notice thereof to the Banks and the BorrowerBorrowers. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerBorrowers. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Subject to the appointment and acceptance of a successor Agent as provided in this subsection (a), either Agent may resign at any time by giving sixty (60) days prior written notice thereof to notifying the Lenders, the LC Banks and the txx Borrower. Upon any such resignation, the Majority Banks Required Xxxxxxx shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the LC Banks, appoint a successor Agent, which shall be a financial institution Agent having a rating combined capital and sxxxxxx xf at least $500,000,000 or an Affiliate of not less than A or its equivalent by Standard & Poor's Corporationany such bank. Upon the acceptance of any appointment as Agent hereunder by a successor Agentbank, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignationresignation hereunder, the provisions of this Credit Agreement Article and the other Loan Documents Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and approved by the Borrower and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Any Agent may resign at any time by giving sixty (60) ----------- days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks Lenders and the BorrowerBorrowers. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerBorrowers. If no successor Agent shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation’s Ratings Group. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Any Agent may resign at any time by giving sixty ----------- ninety (6090) days days' prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a another Bank or any other financial institution as the successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent successor, if other than a Bank, shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporationas the case may be. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent Any of the Agents may resign at any time by giving sixty (60) days days' prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Required Banks shall have the right to appoint a successor Agent. Unless a Default or an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Required Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. 's, a division of McGraw Hill, Inc. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Any Agent may resign at any time by giving sixty (60) ----------- days prior written notice thereof to the Banks Lenders and the BorrowerBorrowers. Upon any such resignation, the Majority Banks Lenders shall have the right to appoint a successor AgentAgent from among the Lenders. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerBorrowers. If no successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to Lenders, Borrower, Parent and DEOC. Each such notice shall set forth the Banks and the Borrowerdate of such resignation. Upon any such resignationresignation Borrower may, with the written concurrence of Lenders whose aggregate Percentage Shares equal or exceed fifty percent (50%), designate a successor Agent. If within fifteen days after the date of such resignation Borrower makes no such designation or such written concurrence is not given, Majority Banks Lenders shall have the right to appoint a successor Agent. Unless a Default or Event of Default A successor must be appointed for any retiring Agent, and such Agent's resignation shall have occurred and be continuing, become effective when such successor Agent shall be reasonably acceptable to the Borroweraccepts such appointment. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment If, within thirty (30) days after the date of the retiring Agent's giving of notice of resignation, no successor Agent has been appointed and has accepted such appointment, then the retiring Agent may, on behalf of the Banks, may appoint a successor Agent, which shall be a financial institution having commercial bank organized or licensed to conduct a rating banking or trust business under the laws of not less than A the United States of America or its equivalent by Standard & Poor's Corporationof any state thereof. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Documents. After any retiring Agent's resignation, resignation hereunder the provisions of this Credit Agreement and the other Loan Documents Article VIII shall continue in effect for to inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as AgentAgent under the Loan Documents.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks Lenders, the Borrower and the BorrowerGuarantors. Upon any such resignation, the Majority Banks Lenders shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerBorrower and the Guarantors. If no successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, shall use reasonable efforts on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation, and the Borrower shall pay the reasonable costs charged by any such successor agent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Co-Agent shall be appointed the successor Agent provided that if there is no Co-Agent or the Co-Agent declines to accept such appointment, the Majority Banks shall have the right to appoint a successor Agent. Unless , such successor Agent being reasonably acceptable to the Borrower unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring removal of the Agent's giving of notice of resignation, then any Bank shall have the retiring Agent may, on behalf right to petition a court of competent jurisdiction for the Banks, appoint appointment of a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. 15.10.

Resignation. The Each of the Agent and the Documentation Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignationresignation by the Agent, the Majority Banks shall have the right to appoint a successor Agent, but, unless consented to by the Agent and the Borrower, no successor Documentation Agent shall be appointed. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's CorporationCorporation and such successor Agent shall have been consented to by the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such 73 -67- successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign as such at any time by giving sixty (60) days upon at least 30 days’ prior written notice thereof to the Banks Company and the BorrowerBanks. Upon In the event of any such resignation, the Majority Banks having an aggregate Percentage of more than 50% shall have the right to as promptly as practicable appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be from among the Banks reasonably acceptable to the BorrowerCompany (no such acceptance being required if an Event of Default has occurred and is continuing). If no successor Agent shall have been so appointed by the Majority Banks appointed, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor AgentAgent from among the Banks reasonably acceptable to the Company (no such acceptance being required if an Event of Default has occurred and is continuing), which shall be a financial institution commercial bank organized under the laws of the United States of 180-Day Credit Agreement America or of any State thereof or under the laws of another country which is doing business in the United States of America and having a rating combined capital, surplus and undivided profits of not less than A or its equivalent by Standard & Poor's Corporationat least $1,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agentagent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its all further duties and obligations hereunderunder this Agreement. After any retiring Agent's resignation’s resignation hereunder as Agent, the provisions of this Credit Agreement and the other Loan Documents Section 12 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 AgentAgent under this Agreement.

Resignation. The Agent may resign at any time by giving sixty (60) 60 days prior written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Lenders shall have the right to appoint as a successor AgentAgent any Lender or any other sophisticated investor knowledgeable in the lending on or ownership of property similar to the Collateral. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's Agents giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating Lender or any other sophisticated investor knowledgeable in the lending on or ownership of not less than A or its equivalent by Standard & Poor's Corporationproperty similar to the Collateral. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder as Agent. After any retiring Agent's Agents resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent Either or both of the Agents may resign at any time by giving sixty (60) days days' prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Dollar Agent or, as the case may be, Gold Agent. Unless a Default or an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Applicable Banks, appoint a successor Applicable Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agentagent.

Resignation. The Administrative Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, 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 Agent shall be reasonably acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Agentsuccessor, which shall be a financial institution commercial bank organized under the laws of the United States or of any State thereof and having a rating combined capital and surplus of not less than A or its equivalent by Standard & Poor's Corporationat least $100,000,000. Upon the acceptance of any its appointment as the Administrative Agent hereunder under the Loan Documents by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. After any retiring Agent's resignationthe resignation of the Administrative Agent under the Loan Documents, the provisions of this Credit Agreement Article and the other Loan Documents Section 9.3 shall continue in effect for the benefit of such retiring Administrative 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 was acting as Administrative Agent.

Resignation. The Agent may resign at any time by giving sixty ----------- (60) days days' prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to Lenders and Borrower. Each such notice shall set forth the Banks and the Borrowerdate of such resignation. Upon any such resignation, so long as no Default has occurred and is continuing, Borrower may, with the written concurrence of Lenders whose aggregate Percentage Shares exceed fifty percent (50%), designate a successor Agent. If within fifteen days after the date of such resignation Borrower makes no such designation or such written concurrence is not given, Majority Banks Lenders shall have the right to appoint a successor Agent. Unless a Default or Event of Default A successor must be appointed for any retiring Agent, and such Agent's resignation shall have occurred and be continuing, become effective when such successor Agent shall be reasonably acceptable to the Borroweraccepts such appointment. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment If, within thirty (30) days after the date of the retiring Agent's giving of notice of resignation, no successor Agent has been appointed and has accepted such appointment, then the retiring Agent may, on behalf of the Banks, may appoint a successor Agent, which shall be a financial institution having commercial bank organized or licensed to conduct a rating banking or trust business under the Laws of not less than A the United States of America or its equivalent by Standard & Poor's Corporationof any state thereof. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Documents. After any retiring Agent's resignation, resignation hereunder the provisions of this Credit Agreement and the other Loan Documents Article IX shall continue in effect for to inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as AgentAgent under the Loan Documents.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks Lenders and the BorrowerBorrowers. Such resignation shall not be effective until a successor Agent shall have been appointed. Upon any such resignation, the Majority Banks Lenders shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerBorrowers. If no successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's CorporationRatings Group. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days days, prior written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Lenders shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, appointment of such successor Agent shall be reasonably acceptable subject to the reasonable approval of the Borrower. If no successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignationresignation or removal of the Borrower has disapproved or failed to approve a successor agent within such period, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating of not less than A A2/P2 or its equivalent by Standard & Poor's ’s Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the BorrowerBorrowers. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerBorrowers. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.. 109 -101-

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks Lenders and the BorrowerBorrowers. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerBorrowers. If no successor Agent shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's CorporationRatings Group. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Administrative Agent may resign at any time by giving sixty (60) days days' prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Administrative Agent. Unless a Default or an Event of Default shall have occurred and be continuing, such successor Administrative Agent shall be reasonably acceptable to the Borrower. If no successor Administrative Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Banks, appoint a successor Agentsuccessor, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's CorporationRatings Services. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

Resignation. The Any Agent may resign at any time by giving sixty ninety (6090) days days' prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a another Bank or any other financial institution as the successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent successor, if other than a Bank, shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporationas the case may be. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Rating Group, a division of XxXxxx-Xxxx, Inc. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days days' prior written notice thereof to the Banks Lenders and the Lead Borrower. Upon any such resignation, the Majority Banks Lenders shall have the right to appoint a successor Agent. Unless a Default or an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Lead Borrower. If no successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within thirty sixty (3060) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days days' prior written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Lenders shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating of not less than A B or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) ----------- days prior written notice thereof to the Banks and the BorrowerBorrowers. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerBorrowers. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Each Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Administrative Agent or Syndication Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Administrative Agent or Syndication Agent, as the case may be, shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's CorporationRatings Group. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Each Agent may resign at any time by giving sixty (60) days days' prior written notice thereof to the Banks and the Borrower. Upon any the resignation of such resignationAgent, the Majority Banks shall have the right to appoint a successor AgentAgent in such capacity. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower; if a Default or Event of Default shall have occurred and be continuing, the Borrower shall not be entitled to review the identity of any proposed successor Agent. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor AgentAgent in such capacity, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Ratings Group, a division of MxXxxx-Xxxx, Inc. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. 14.10.

Resignation. The Subject to the appointment and acceptance of a successor Agent as provided below, any Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the BorrowerCompany. Upon any such resignation, the Majority Banks (or the majority in number of Banks with respect to any removal for cause) shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and , subject to Company's consent, not to be continuingunreasonably withheld, such if the successor Agent shall be reasonably acceptable to the Borroweris not a Bank. If no successor Agent shall have been so appointed by the Majority Banks (or the majority in number of Banks with respect to any removal for cause) and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall subject to Company's consent, not to be unreasonably withheld, if such successor Agent is not a financial institution having a rating of not less than A or its equivalent by Standard & Poor's CorporationBank. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignationresignation hereunder as Agent, the provisions of this Credit Agreement and the other Loan Documents Article 11 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Either Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Required Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Required Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor AgentAgent from among the Banks. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be any Bank or a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the BorrowerBorrowers. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or 87 -79- Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerBorrowers. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's CorporationRatings Group. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty ----------- (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent Agent, shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, Agent which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Revolver Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty ----------- (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Ratings Group, a division of XxXxxx-Xxxx, Inc. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty thirty (6030) days days' prior written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, unless a Default or Event of Default shall then exist, the Majority Banks Borrower shall have the right to appoint a successor Agent; provided that such successor Agent must then be a Lender hereunder. Unless If a Default or Event of Default shall have occurred and be continuingcontinu ing, such successor Agent shall be reasonably acceptable to selected by the BorrowerMajority Lenders. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, Agent which shall be a financial institution commercial bank licensed or organized under the laws of the United States of America or any state thereof and having a rating combined capital and surplus of not less than A or its equivalent by Standard & Poor's Corporationat least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. (a) The Agent may resign at any time by giving sixty thirty (6030) days days' prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's CorporationRatings Group. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the BorrowerCompany. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerCompany. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.. SECTION X --------- ASSIGNMENT AND PARTICIPATION ----------------------------

Resignation. The Agent may resign at any time by giving sixty ninety (6090) days prior written notice thereof to the Banks and the BorrowerBorrowers. Upon any such resignation, the Majority Banks shall have the right to appoint a another Bank or any other financial institution as the successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent successor, if other than a Bank, shall be reasonably acceptable to the BorrowerBorrowers. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A "A" or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days days' prior written notice thereof to the Banks and the Borrower; provided, that such resignation shall not be effective until the appointment of a successor Agent as provided for herein. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent 55 -49- hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks Lenders and the BorrowerBorrowers. Upon any such resignation, the Majority Banks Lenders shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerBorrowers. If no successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation’s Ratings Group. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Any Agent may resign at any time by giving sixty ----------- (60) days prior written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Lenders shall have the right to appoint a successor AgentAgent from among the Lenders. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent Either or both of the Agents may resign at any time by giving sixty (60) days days' prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Dollar Agent or, as the case may be, Gold Agent. Unless a Default or an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Applicable Banks, appoint a successor Applicable Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. 's, a division of XxXxxx-Xxxx, Inc. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the 58 -52- retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent Either of the Agents may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor AgentAgent in such capacity. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's CorporationRating Group. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. 14.10.

Resignation. The Any Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks Lenders and the BorrowerBorrowers. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint a successor Agent, except as otherwise provided in ss.20.10. Unless a Default or Event of Default shall have occurred and be continuingcontinuing and except as otherwise provided in ss.20.10, such successor Agent shall be reasonably acceptable to the BorrowerBorrowers. If no successor Agent shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. S&P. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Any Agent may resign at any time by giving sixty ninety (6090) days days' prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint another Bank or any other financial institution as a successor Administrative Agent, Documentation Agent or Managing Agent, as applicable. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent successor, if other than a Bank, shall be reasonably acceptable to the Borrower. If no successor Administrative Agent, Documentation Agent or Managing Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Administrative Agent, Documentation Agent or Managing Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be a financial institution having a rating of not less than A Documentation Agent or its equivalent by Standard & Poor's CorporationManaging Agent, respectively, as the case may be. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as an Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the BorrowerBorrowers. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerBorrowers. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's CorporationRatings Group. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A “A” or its equivalent by Standard & Poor's Corporation’s Rating Group. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the BorrowerCompany. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerCompany. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the BorrowerBorrowers. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrowers. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty ----------- (60) days days' prior written notice thereof to the Banks and the BorrowerCompany. Upon any such resignation, the Majority Banks shall have the right to appoint a successor AgentAgent from among the Banks. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerCompany. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a any Bank or any other financial institution reasonably satisfactory to the Banks and having a rating of not less than A B or its equivalent by Standard & Poor's CorporationRatings Group or its successor. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. In the event of a material breach of its duties hereunder, the Agent may be removed by the Majority Banks for cause and the provisions of this (S)13 shall apply to the appointment of a successor.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the BorrowerCompany. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerCompany. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating meet the definition of not less than A or its equivalent by Standard & Poor's Corporationan Eligible Assignee. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents Lender Agreements shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days days' prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days days, prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Requisite Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, appointment of such successor Agent shall be reasonably acceptable subject to the reasonable approval of the Borrower. If no successor Agent shall have been so appointed by the Majority Requisite Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignationresignation or removal of the Borrower has disapproved or failed to approve a successor agent within such period, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A A2/P2 or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. 14.10.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the 109 -102- right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's CorporationRatings Group. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign as such at any time by giving sixty (60) days upon at least 30 days' prior written notice thereof to the Banks Borrower and the BorrowerLenders. Upon In the event of any such resignationresignation of the Agent, the Majority Banks Required Lenders shall have the right to as promptly as practicable appoint a Lender as a successor Agent. Unless a ; provided, however, that so long as no Default or Event of Default shall have has occurred and be continuingis continuing at such time, no such successor Agent shall may be reasonably acceptable to appointed without the prior written consent of the Borrower. If no such successor Agent shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring resigning Agent's giving of notice of resignation, then the retiring resigning Agent may, on behalf of the BanksLenders, appoint a Lender as a successor Agent, which shall be a financial institution having a rating commercial bank organized under the laws of not less than A the United States of America or its equivalent by Standard & Poor's Corporationof any State thereof. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed be entitled to receive from the prior Agent such documents of transfer and become vested with all the rights, powers, privileges and duties of the retiring Agent, assignment as such successor Agent may reasonably request and the retiring resigning Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring Agent's resignationresignation pursuant to this Section, the provisions of this Credit Agreement and Section shall inure to the other Loan Documents shall continue in effect for its benefit in respect of the retiring Agent as to any actions taken or omitted to be taken by it while it was acting as Agentan Agent hereunder.

Resignation. The Any Agent may resign at any time by giving sixty (60) days prior days’ written notice thereof to the Banks other Agents, the Lenders and the Borrower. Upon any such resignation, the Majority Banks Lenders shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within thirty sixty (3060) days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, Agent which shall be a financial institution having a rating bank or trust company of not less than A or its equivalent recognized standing. Any resignation by Standard & Poor's Corporation. Upon an Agent pursuant to this Section 15.13 shall be effective only upon the acceptance appointment of any appointment as Agent hereunder by a successor Agent, such . The appointment of any successor Agent shall thereupon succeed be subject to and become vested with all the rights, powers, privileges and duties prior written consent of the retiring AgentBorrower, and the retiring Agent shall such consent not to be discharged from its duties and obligations hereunderunreasonably withheld. After any retiring Agent's resignation’s resignation as Agent hereunder, the provisions of this Credit Agreement and the other Loan Documents Section 15 shall continue in effect for its benefit in with respect of to any actions taken or omitted to be taken by it while it was acting as Agent. Furthermore, the Facility Agent has a right during the initial twelve (12) month period from the date of this Agreement to transfer its role as Agent or Security Trustee to any other Lender, and any such transfer shall not require the consent of the Borrower or any other Lender under this Agreement.

Resignation. The Agent may resign as such at any time by giving sixty (60) days upon at least 30 days’ prior written notice thereof to the Banks Company and the BorrowerBanks. Upon In the event of any such resignation, the Majority Banks having an aggregate Percentage of more than 50% shall have the right to as promptly as practicable appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be from among the Banks reasonably acceptable to the BorrowerCompany (no such acceptance being required if an Event of Default has occurred and is continuing). If no successor Agent shall have been so appointed by the Majority Banks appointed, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor AgentAgent from among the Banks reasonably acceptable to the Company (no such acceptance being required if an Event of Default has occurred and is continuing), which shall be a financial institution commercial bank organized under the laws of the United States of America or of any State thereof or under the laws of another country which is doing business in the United States of America and having a rating combined capital, surplus and undivided profits of not less than A or its equivalent by Standard & Poor's Corporationat least $1,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agentagent, such successor Agent shall thereupon succeed to and become vested with all the Credit Agreement rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its all further duties and obligations hereunderunder this Agreement. After any retiring Agent's resignation’s resignation hereunder as Agent, the provisions of this Credit Agreement and the other Loan Documents Section 12 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 AgentAgent under this Agreement.

Resignation. The Agent may resign as such at any time by giving sixty (60) days upon at least 30 days’ prior written notice thereof to the Banks Borrower and the BorrowerLenders. Upon In the event of any such resignationresignation of the Agent, the Majority Banks Required Lenders shall have the right to as promptly as practicable appoint a Lender as a successor Agent. Unless a ; provided, however, that so long as no Default or Event of Default shall have has occurred and be continuingis continuing at such time, no such successor Agent shall may be reasonably acceptable to appointed without the prior written consent of the Borrower. If no such successor Agent shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring resigning Agent's ’s giving of notice of resignation, then the retiring resigning Agent may, on behalf of the BanksLenders, appoint a Lender as a successor Agent, which shall be a financial institution having a rating commercial bank organized under the laws of not less than A the United States of America or its equivalent by Standard & Poor's Corporationof any State thereof. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed be entitled to receive from the prior Agent such documents of transfer and become vested with all the rights, powers, privileges and duties of the retiring Agent, assignment as such successor Agent may reasonably request and the retiring resigning Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring Agent's resignationresignation pursuant to this Section, the provisions of this Credit Agreement and Section shall inure to the other Loan Documents shall continue in effect for its benefit in respect of the retiring Agent as to any actions taken or omitted to be taken by it while it was acting as Agentan Agent hereunder.

Resignation. The Any Agent may resign at any time by giving sixty ------------ ninety (6090) days days' prior written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Required Lenders shall have the right to appoint a another Lender or any other financial institution as the successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent successor, if other than a Lender, shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporationas the case may be. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Majority Banks Lenders shall have the right to appoint a successor Agent. Unless a Default or an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating of not less than A A-2 or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty ----------- (60) days prior written notice thereof to the Banks Lenders and the BorrowerBorrowers. Upon any such resignation, the Majority Banks Lenders shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerBorrowers. If no successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time as the Agent under this Agreement by giving sixty (60) days prior written notice thereof to the Banks and the Borrower, which resignation shall be effective upon a successor Agent's acceptance of its appointment. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrowerhereunder. If no such successor Agent shall have been so appointed by the Majority Banks and Banks, or Borrower shall have accepted reasonably rejected such appointment appointment, within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution commercial bank organized under the laws of the United States of America or of any State thereof having a rating assets of not less than A or its equivalent by Standard & Poor's Corporationat least One Billion Dollars ($1,000,000,000.00) and which shall be reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignationresignation as an Agent hereunder, the provisions of this Credit Agreement and the other Loan Documents Section IX 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 Agentan Agent under the Loan Documents.

Resignation. The Agent may resign at any time by giving sixty (60) days days, prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Requisite Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, appointment of such successor Agent shall be reasonably acceptable subject to the reasonable approval of the Borrower. If no successor Agent shall have been so appointed by the Majority Requisite Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignationresignation or removal of the Borrower has disapproved or failed to approve a successor agent within such period, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A A2/P2 or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time by giving sixty (60) days days' prior written notice thereof to the Banks and the Borrower. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a commercial paper rating of not less than A A-2 or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The An Agent may resign at any time by giving sixty ----------- (60) days prior written notice thereof to the Banks and the BorrowerBorrowers. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the BorrowerBorrowers. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the such retiring Agent's giving of notice of resignation, then the such retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A or its equivalent by Standard & Poor's Corporation. Ratings Group, a division of XxXxxx-Xxxx, Inc. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the such retiring Agent, and the such retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation. The Agent may resign at any time as the Agent under this Agreement by giving sixty (60) days prior written notice thereof to the Banks and the Borrower, which resignation shall be effective upon a successor Agent's acceptance of its appointment. Upon any such resignation, the Majority Banks shall have the right to appoint a successor Agent. Unless a Default or Event of Default shall have occurred and be continuingAgent hereunder; provided, such if the successor Agent shall be reasonably acceptable to is not already a Bank hereunder, the Majority Banks must also obtain the consent of the Borrower, which shall not be unreasonably withheld. If no such successor Agent shall have been so appointed by the Majority Banks and Banks, or Borrower shall have accepted reasonably rejected such appointment appointment, within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution commercial bank organized under the laws of the United States of America or of any State thereof having a rating assets of not less than A or its equivalent by Standard & Poor's Corporationat least One Billion and 00/100 Dollars ($1,000,000,000.00), and which shall be reasonably acceptable to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. hereunder After any retiring Agent's resignationresignation as an Agent hereunder, the provisions of this Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.this