Common use of Successor Agent Clause in Contracts

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders (unless such notice is waived by the Required Lenders). If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Administrative Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Administrative Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Parent. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Parent, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days' notice to the LendersLenders and Parent. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Parent, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "Agent" as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section SECTION 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days' notice to the LendersLenders and Administrative Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Administrative Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "Agent" as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may may, and at the request of the Majority Banks shall, resign as Agent upon 45 days 30 days' notice to the LendersBanks and the Borrowers. If the Agent resigns under this Agreement, the Required Lenders Majority Banks shall appoint from among the Banks a successor Agent agent for the LendersBanks, which successor agent shall be subject to approval by the Borrowers. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersBanks and the Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersBanks. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such 39 successor Agent agent, and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article VIII and Sections 9.4 and 9.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective effective, and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Majority Banks appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may may, as hereinafter provided, resign as Agent upon at any time by giving 45 days days’ prior written notice thereof to the LendersLenders and the Borrower. If Agent resigns under this AgreementUpon any such resignation, the Required Lenders shall shall, after soliciting the views of the Borrower, have the right to appoint another Lender as a successor Agent for agent (the Lenders“Successor Agent”) who shall be acceptable to the Borrower, acting reasonably. If no successor Successor Agent is shall have been so appointed prior to by the effective date Lenders and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the resignation retiring Agent shall, on behalf of Agent, Agent may appoint, after consulting with the Lenders, appoint a successor AgentSuccessor Agent who shall be a Lender acceptable to the Borrower, acting reasonably. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its any appointment as successor Agent hereunderhereunder by a Successor Agent, such successor Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the term "Agent" shall mean such successor Agent , and the retiring Agent's appointment, powers, Agent shall thereupon be discharged from its further duties and duties obligations as Agent shall be terminatedunder this Agreement. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 Article shall inure continue to enure to its benefit as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for abovehereunder.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Borrowers. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the LendersLenders and Borrower. If Agent resigns under this Agreement, the Required Lenders shall shall, in consultation with Borrower, appoint a successor Agent for the Lenders from among the Lenders. If no successor Agent is appointed and shall have accepted such appointment prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable lawlaw or if Agent fails to be Solvent, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the LendersLenders chosen in consultation with Borrower. In any such eventevent (whether an appointment by Agent or by the Required Lenders) described in the two immediately preceding sentences, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days days’ notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent at any time upon 45 days 30 days’ prior notice to the LendersLender. If Agent resigns under this Agreement, the Required Lenders Lender shall, with (so long as no Event of Default exists) the consent of Borrower (which shall not be unreasonably withheld or delayed), appoint a successor Agent agent for the LendersLender. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, on behalf after consulting with the LendersLender and (so long as no Event of Default exists) Borrower, a successor Agentagent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent agent, and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 9 and Sections 10.4 and 10.5 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders Lender shall perform all of the duties of Agent hereunder until such time, if any, time as the Lenders Lender shall appoint a successor Agent agent as provided for above.

Successor Agent. Either Agent may may, and at the request of the Majority Banks shall, resign as Agent upon 45 days 30 days' notice to the LendersBanks. If such Agent resigns under this Agreement, the Required Lenders Majority Banks shall appoint from among the Banks a successor Agent agent for the LendersBanks. If no successor Agent agent is appointed prior to the effective date of the resignation of such 68 120 Agent, such Agent may appoint, after consulting with the LendersBanks and the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersBanks. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Administrative Agent" or "Documentation Agent," as the case may be, shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Majority Banks appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may may, and at the request of the Required Lenders shall, resign as the Agent upon 45 30 days notice to the LendersLenders and the Fronting Bank. If the Agent resigns under this Agreement, the Required Lenders and the Fronting Bank shall appoint from among the Lenders a successor Agent agent for the Lenders, which successor agent shall be approved by the Borrower so long as no Event of Default has occurred and is continuing. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent Agent, and the term "“Agent" ” shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 10 and Section 11.5 shall inure to its benefit as to any actions taken or omitted to be taken taken, by it while it was the Agent under this Agreement. If no successor Agent agent has accepted appointment as the Agent by the date which that is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Administrative Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Parent, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersLenders and Administrative Borrower. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may may, as hereinafter provided, resign as Agent upon at any time by giving 45 days days’ prior written notice thereof to the LendersLenders and the Borrower. If Agent resigns under this AgreementUpon any such resignation, the Required Lenders shall shall, after soliciting the views of the Borrower, have the right to appoint another Xxxxxx as a successor Agent for agent (the Lenders“Successor Agent”) who shall be acceptable to the Borrower, acting reasonably. If no successor Successor Agent is shall have been so appointed prior to by the effective date Lenders and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the resignation retiring Agent shall, on behalf of Agent, Agent may appoint, after consulting with the Lenders, appoint a successor AgentSuccessor Agent who shall be a Lender acceptable to the Borrower, acting reasonably. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its any appointment as successor Agent hereunderhereunder by a Successor Agent, such successor Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the term "Agent" shall mean such successor Agent , and the retiring Agent's appointment, powers, Agent shall thereupon be discharged from its further duties and duties obligations as Agent shall be terminatedunder this Agreement. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 Article shall inure continue to enure to its benefit as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for abovehereunder.

Successor Agent. The Agent may resign as Agent upon 45 days at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with or without cause by the Required Lenders. If Agent resigns under this AgreementUpon any such resignation or removal, the Required Lenders Borrower shall have the right to appoint a successor Agent for Agent, subject to the approval of the Required Lenders, such approval not to be unreasonably withheld or delayed. If no successor Agent is shall have been so appointed prior to by the effective date Borrower and approved by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the resignation of retiring Agent, then the retiring Agent may appointmay, after consulting with on behalf of the Lenders, appoint a successor Agent subject to the approval of the Borrower and the Required Lenders, such approval not to be unreasonably withheld or delayed. Upon the acceptance of any appointment as Agent hereunder by a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent and the term "Agent" shall mean such successor Agent , and the retiring Agent's appointment, powers, and duties as Agent shall be terminateddischarged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 16 Article VII shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days' notice to the LendersLenders and Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "Agent" as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days 30 days' notice to the LendersBanks. If the Agent resigns under this Agreement, the Required Lenders Banks shall, with (so long as no Event of Default exists) the consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Banks a successor Agent agent for the LendersBanks. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersBanks and the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersBanks. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent, and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 13 and Sections 14.6 and 14.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Required Banks appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days at least thirty (30) days' prior notice to the LendersLenders and the Borrowers, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. If In the event the Agent sells all of its Commitment and/or the Term Loan as part of a sale, transfer or other disposition by the Agent of substantially all of its loan portfolio, the Agent shall resign as Agent and Collateral Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may may, and at the request of the Majority Banks shall, resign as Agent upon 45 days 30 days' notice to the LendersBanks and the Borrowers. If the Agent resigns under this Agreement, the Required Lenders Majority Banks shall appoint from among the Banks a successor Agent agent for the LendersBanks, which successor agent shall be subject to approval by the Borrowers. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersBanks and the Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersBanks. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent, and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article VIII and Sections 9.4 and 9.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective effective, and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Majority Banks appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days 30 days’ notice to the Lenders. If the Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent agent, and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12 and Sections 13.6 and 13.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may may, and at the request of the Majority Banks shall, resign as Agent upon 45 days 30 days' notice to the LendersBanks and the Borrower. If the Agent resigns under this Agreement, the Required Lenders Majority Banks shall appoint from among the Banks a successor Agent agent for the LendersBanks, which successor agent shall be subject to approval by the Borrower. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersBanks and the Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersBanks. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent, and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article VIII and Sections 9.4 and 9.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective effective, and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Majority Banks appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days 30 days' --------------- notice to the LendersBanks. If the Agent resigns under this Agreement, the Required Lenders Majority Banks shall appoint from among the Banks a successor Agent agent for the LendersBanks upon the written consent of the Company and the Banks (which consents shall not be unreasonably withheld). If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Lenders, appoint a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersBanks upon the written consent of the Company and the Banks (which consents shall not be unreasonably withheld). In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Majority Banks appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Borrower. If Agent resigns under this Agreement, Majority Lenders shall, with (so long as no Event of Default exists) the Required consent of Borrower (which shall not be unreasonably withheld or delayed), appoint from among Lenders shall appoint a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent agent, and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 Article XI and Sections 12.1, 12.2 and 12.3 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Majority Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days at least thirty (30) days’ notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Default or Event of Default exists) the consent of Borrower (which shall not be unreasonably withheld, conditioned or delayed), appoint from among Lenders a successor Agent agent for the Lenders. If Notwithstanding the immediately foregoing sentence, if no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to and become vested with all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” or “administrative agent” shall mean such successor Agent agent, and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12.9 and Sections 12.2 and 12.16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section SECTION 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. A successor Agent must be an Eligible Transferee. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 30 days notice to Lenders and Borrower, such resignation to be effective upon the Lendersacceptance of a successor agent to its appointment as Agent. In the event Bank of America sells all of its Commitment and Loans as part of a sale, transfer or other disposition by Bank of America of substantially all of its loan portfolio, Bank of America shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. If Agent resigns under this Agreement, subject to the Required proviso in the preceding sentence, Majority Lenders shall appoint from among Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 Twelve shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may shall appoint, after consulting with the Lenders, a successor AgentAgent and such appointed successor Agent shall be deemed acceptable to the Lenders. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 17 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 thirty (30) days notice to the LendersBanks. If the Agent resigns under this Agreement, the Required Lenders Banks shall, with (so long as no Event of Default exists) the consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Banks a successor Agent agent for the LendersBanks. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersBanks and the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersBanks. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent, and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 13 and Sections 14.6 and 14.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Required Banks appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may may, and at the request of the Majority --------------- Banks shall, resign as Agent upon 45 days 30 days' notice to the LendersBanks. If the Agent resigns under this Agreement, the Required Lenders Majority Banks shall appoint from among the Banks a successor Agent agent for the LendersBanks, which successor agent shall be subject to approval by the Company. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersBanks and the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersBanks. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article X and Sections 11.04 and 11.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Majority Banks appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders (unless such notice is waived by the Required Lenders). If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable lawApplicable Law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days' notice to the Lenders. If Agent resigns under this Agreement, Lenders shall, with (so long as no Event of Default exists) the Required consent of Borrowers (which shall not be unreasonably withheld or delayed), appoint from among Lenders shall appoint a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent, and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article XI and Sections 12.1, 12.2 and 12.3 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following a retiring Agent's notice of or resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Majority Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days at least 30 days’ prior notice to the LendersLenders and the Borrower, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. If In the event the M&T sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by the M&T of substantially all of its loan portfolio, the M&T shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 ARTICLE 8 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to --------------- the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 shall ---------- inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders (or such shorter period agreed to by the Agent and the Required Lenders). If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the effective date which is 45 days following of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Collateral Agent may resign as the Collateral Agent at any time upon 45 days ten (10) days’ prior notice to the LendersBuyers and the Company. If the Collateral Agent resigns under this Agreementthe Notes, the Required Lenders Holders shall appoint a successor Agent for the Lendersagent. If no successor Agent agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent may appoint, appoint a successor Collateral Agent on behalf of the Buyers after consulting with the Lenders, a successor AgentBuyers. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent hereunderagent xxxxxxxxx, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Collateral Agent and the term "“the Collateral Agent" ” shall mean such successor Agent agent, and the retiring Collateral Agent's ’s appointment, powers, powers and duties as the Collateral Agent shall be terminated. After any retiring the Collateral Agent's ’s resignation hereunder as the Collateral Agent, the provisions of this Section 16 9(t) shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreementthe Collateral Agent. If no successor Agent agent has accepted appointment as the Collateral Agent by the date which is 45 thirty (30) days following a retiring Collateral Agent's ’s notice of resignation, the a retiring Collateral Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders Buyers, shall perform all of the duties of the Collateral Agent hereunder until such time, if any, time as the Lenders Required Holders shall appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days 30 days' notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the consent of Borrower (which shall not be unreasonably withheld or delayed), appoint from among Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent, and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 9 and Sections 10.4 and 10.5 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days at least 30 days' prior notice to the LendersLenders and the Parent, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. If In the event SVBF and SVBFII sells all of its Pro Rata Share of the Term Loan as part of a sale, transfer or other disposition by SVBF and SVBFII of substantially all of its loan portfolio, SVIM shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent resigns under this Agreement, the Required Majority Lenders shall appoint from among the Lenders in consultation with the Borrowers (which shall not be binding) a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Parent, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days 30 days' notice to the LendersLenders and the Company. If the Agent resigns under this Agreement, the Required Majority Lenders shall appoint from among the Lenders a successor Agent agent for the LendersLenders which successor agent shall be approved by the Company which approval shall not be unreasonably withheld. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article X and Sections 11.04 and 11.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Majority Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as the Agent at any time upon 45 days 30 days' prior notice to the LendersLender. If the Agent resigns under this Agreement, the Required Lenders Lender shall, with (so long as no Event of Default exists) the consent of the Borrower (which shall not be unreasonably withheld or delayed), appoint a successor Agent agent for the LendersLender. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, on behalf of the Lender after consulting with the LendersLender and (so long as no Event of Default exists) the Borrower, a successor Agentagent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“the Agent" ” shall mean such successor Agent agent, and the retiring Agent's appointment, powers, powers and duties as the Agent shall be terminated. After any retiring the Agent's resignation hereunder as the Agent, the provisions of this Section 16 9 and Sections 10.4 and 10.5 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement. If no successor Agent agent has accepted appointment as the Agent by the date which is 45 30 days following a retiring the Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders Lender shall perform all of the duties of the Agent hereunder until such time, if any, time as the Lenders Lender shall appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days at least 30 days’ prior notice to the LendersLenders and the Borrowers (or to ATI on behalf of the Borrowers), such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. If In the event the Bank sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the LendersLenders reasonably acceptable to the Borrowers. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 Article 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders (unless such notice is waived by the Required Lenders). If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 SECTION 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may resign as the Agent at any time upon 45 days 30 days’ prior notice to the LendersLender. If the Agent resigns under this Agreement, the Required Lenders Lender shall, with (so long as no Event of Default exists) the consent of the Borrower (which shall not be unreasonably withheld or delayed), appoint a successor Agent agent for the LendersLender. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, on behalf of the Lender after consulting with the LendersLender and (so long as no Event of Default exists) the Borrower, a successor Agentagent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“the Agent" ” shall mean such successor Agent agent, and the retiring Agent's ’s appointment, powers, powers and duties as the Agent shall be terminated. After any retiring the Agent's ’s resignation hereunder as the Agent, the provisions of this Section 16 9 and Sections 10.4 and 10.5 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement. If no successor Agent agent has accepted appointment as the Agent by the date which is 45 30 days following a retiring the Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders Lender shall perform all of the duties of the Agent hereunder until such time, if any, time as the Lenders Lender shall appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the LendersLenders with the consent of Borrower, so long as no Event of Default shall have occurred and be continuing, which consent shall not be unreasonably withheld. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may shall appoint, after consulting with the LendersLenders and Borrower, a successor AgentAgent from among the Lenders. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the LendersLenders with the consent of Borrower so long as no Event of Default shall have occurred and be continuing, which consent shall not be unreasonably withheld. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may may, and at the request of the Majority Banks shall, resign as Agent upon 45 days 30 days’ notice to the LendersBanks and the Company. If the Agent resigns under this Agreement, the Required Lenders Majority Banks shall appoint from among the Banks a successor Agent agent for the LendersBanks which successor agent shall be subject to the approval of the Company. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersBanks and with the approval of the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersBanks. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 Article IX and Sections 10.4 and 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Majority Banks appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days days’ notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Collateral Agent may resign as Collateral Agent upon 45 days notice at any time, and shall resign as Collateral Agent if requested to do so by the LendersSecured Creditor. If the Collateral Agent resigns under this Agreement, the Required Lenders Secured Creditor shall appoint a successor new Collateral Agent for the Lenders. If no successor Agent is appointed prior to by the effective date of the such resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agentnotice. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Collateral Agent and the term "Collateral Agent" shall mean such successor Agent agent, and the retiring Collateral Agent's appointment, powers, powers and duties as Collateral Agent shall be terminated. After any retiring Collateral Agent's resignation hereunder as Collateral Agent, the provisions of this Section 16 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. If no successor Agent agent has accepted appointment as Collateral Agent by the date which is 45 30 days following a retiring Collateral Agent's notice of resignation, the retiring Collateral Agent's resignation shall nevertheless thereupon become effective and the Lenders Secured Creditor shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Lenders Secured Creditor shall appoint a successor Agent agent as provided for above.

Successor Agent. The Collateral Agent may resign as the Collateral Agent at any time upon 45 days ten (10) days’ prior notice to the LendersHolders and the Company. If the Collateral Agent resigns under this Agreementthe Exchange Notes, the Required Lenders Holders shall appoint a successor Agent for the Lendersagent. If no successor Agent agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent may appoint, appoint a successor Collateral Agent on behalf of the Holders after consulting with the Lenders, a successor AgentHolders. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent hereunderagent xxxxxxxxx, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Collateral Agent and the term "“the Collateral Agent" ” shall mean such successor Agent agent, and the retiring Collateral Agent's ’s appointment, powers, powers and duties as the Collateral Agent shall be terminated. After any retiring the Collateral Agent's ’s resignation hereunder as the Collateral Agent, the provisions of this Section 16 9(t) shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreementthe Collateral Agent. If no successor Agent agent has accepted appointment as the Collateral Agent by the date which is 45 thirty (30) days following a retiring Collateral Agent's ’s notice of resignation, the a retiring Collateral Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders Holders, shall perform all of the duties of the Collateral Agent hereunder until such time, if any, time as the Lenders Required Holders shall appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may may, and at the request of the Required Lenders shall, resign as the Agent upon 45 30 days notice to the Lenders. If the Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the LendersLenders which successor agent shall be approved by the Borrower. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 10 and Section 11.5 shall inure to its benefit as to any actions taken or omitted to be taken taken, by it while it was the Agent under this Credit Agreement. If no successor Agent agent has accepted appointment as the Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent with the Borrower's approval, as provided for above; provided that the Borrower's approval shall not be required after and during the continuance of an Event of Default.

Successor Agent. Agent may resign as Agent upon 45 days days' notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders (unless such notice is waived by the Required Lenders). If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation or removal of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. At any time, Agent may be removed upon prior notice from the Required Lenders to Agent and the other Lenders. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable lawbeen removed by the Required Lenders, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders (unless such notice is waived by the Required Lenders). If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 30 days notice to the LendersGuarantors. If Agent resigns under this Agreement, the Required Lenders Guarantors shall appoint a successor Agent for the LendersGuarantors. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersGuarantors, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders Guarantors may agree in writing to remove and replace Agent with a successor Agent from among the LendersGuarantors. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders Guarantors shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders Guarantors appoint a successor Agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days 30 days' notice to the LendersBanks and the Company. If the Agent resigns under this Agreement, the Required Lenders Banks shall, with (so long as no Event of Default exists) the consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Banks a successor Agent for the LendersBanks. If no successor Agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersBanks and the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among among: the LendersBanks. In any such event, upon Upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent Agent, and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 13 and Sections 14.6 and 14.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Required Banks appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Administrative Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Administrative Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersLenders and Administrative Borrower. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Collateral Agent may resign as the Collateral Agent at any time upon 45 days ten (10) days’ prior notice to the LendersBuyers and the Company. If the Collateral Agent resigns under this AgreementNote, the Required Lenders Holders shall appoint a successor Agent for the Lendersagent. If no successor Agent agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent may appoint, appoint a successor Collateral Agent on behalf of the Buyers after consulting with the Lenders, a successor AgentBuyers. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Collateral Agent and the term "“the Collateral Agent" ” shall mean such successor Agent agent, and the retiring Collateral Agent's ’s appointment, powers, powers and duties as the Collateral Agent shall be terminated. After any retiring the Collateral Agent's ’s resignation hereunder as the Collateral Agent, the provisions of this Section 16 9(t) shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreementthe Collateral Agent. If no successor Agent agent has accepted appointment as the Collateral Agent by the date which is 45 thirty (30) days following a retiring Collateral Agent's ’s notice of resignation, the a retiring Collateral Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders Buyers, shall perform all of the duties of the Collateral Agent hereunder until such time, if any, time as the Lenders Required Holders shall appoint a successor Agent agent as provided for above.

Successor Agent. The Collateral Agent may resign as the Collateral Agent at any time upon 45 days ten (10) days’ prior notice to the LendersBuyers and the Company. If the Collateral Agent resigns under this Agreementthe Notes, the Required Lenders Holders shall appoint a successor Agent for the Lendersagent. If no successor Agent agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent may appoint, appoint a successor Collateral Agent on behalf of the Buyers after consulting with the Lenders, a successor AgentBuyers. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Collateral Agent and the term "“the Collateral Agent" ” shall mean such successor Agent agent, and the retiring Collateral Agent's ’s appointment, powers, powers and duties as the Collateral Agent shall be terminated. After any retiring the Collateral Agent's ’s resignation hereunder as the Collateral Agent, the provisions of this Section 16 9(t) shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreementthe Collateral Agent. If no successor Agent agent has accepted appointment as the Collateral Agent by the date which is 45 thirty (30) days following a retiring Collateral Agent's ’s notice of resignation, the a retiring Collateral Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders Buyers, shall perform all of the duties of the Collateral Agent hereunder until such time, if any, time as the Lenders Required Holders shall appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to Lenders and the LendersCompany. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with Lenders and the LendersCompany, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” as used herein and in the other Loan Documents shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as the Agent at any time upon 45 days 30 days’ prior notice to the Lenders (unless such notice is waived by Required Lenders). If the Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent “Agent” for the Lenders. If no successor Agent “Agent” is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Lenders, a successor “Agent”. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent “Agent” hereunder, such successor Agent “Agent” shall succeed to all the rights, powers, powers and duties of the retiring the Agent and the term "“Agent" ” shall mean such successor Agent “Agent”, and the retiring Agent's ’s appointment, powers, powers and duties as the Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as the Agent, the provisions of this Article X and Section 16 9.02 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement. If no successor Agent “Agent” has accepted appointment as the Agent by the date which is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Required Lxxxxxx appoint a successor Agent “Agent” as provided for above.

Successor Agent. The Agent may resign as the Agent at any time upon 45 days 30 days’ prior notice to the Lenders (unless such notice is waived by Required Lenders). If the Agent resigns under this Agreement, the Required Lenders shall shall, appoint from among the Lenders a successor Agent “Agent” for the Lenders. If no successor Agent “Agent” is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Lenders, a successor “Agent”. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent “Agent” hereunder, such successor Agent “Agent” shall succeed to all the rights, powers, powers and duties of the retiring the Agent and the term "“Agent" ” shall mean such successor Agent “Agent”, and the retiring Agent's ’s appointment, powers, powers and duties as the Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as the Agent, the provisions of this Article X and Section 16 9.02 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement. If no successor Agent “Agent” has accepted appointment as the Agent by the date which is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent “Agent” as provided for above.

Successor Agent. (a) The Agent may resign as Agent upon 45 days at any time by giving 30 days’ prior written notice thereof to the LendersLenders and the Borrower Representative, whether or not a successor Agent has been appointed. If Agent resigns under this AgreementUpon any such resignation, the Required DIP Lenders shall have the right, to appoint a successor Agent for the LendersAdministrative Agent. If no successor Agent is shall have been so appointed prior to by the effective date Required DIP Lenders and shall have accepted such appointment within 30 days after the retiring Agent’s giving of notice of resignation, then the resignation retiring Agent may, on behalf of Agent, Agent may appoint, after consulting with the Lenders, appoint a successor Agent (which in the case of the Administrative Agent shall be a bank with an office in New York, New York or an Affiliate of any such bank). In either case, such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Agent by a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to and become vested with, all the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent and the term "by a successor Agent" shall mean such successor Agent and , the retiring Agent's appointment, powers, and duties as Agent shall be terminateddischarged from its duties and obligations under this Agreement and the other Loan Documents. After Prior to any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 retiring Agent shall inure take such action as may be reasonably necessary to assign to the successor Agent its benefit rights as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for aboveLoan Documents.

Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, the Agent may resign as Agent upon 45 days notice to at any time by notifying the Lenders, the Issuing Lender and the Borrower. If Agent resigns under this AgreementUpon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as may be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may, on behalf of the Lenders and the Issuing Lender, appoint a successor Agent for the Lenderswhich shall be a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, Whether or not a successor Agenthas been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent hereunderhereunder by a successor, such successor Agent shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the term "Agent" shall mean such successor Agent , and the retiring Agent's appointment, powers, and duties as Agent shall be terminateddischarged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Agent's ’s resignation hereunder as Agenthereunder, the provisions of this Article and Section 16 10.05 shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to 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 Agent under this Agreement. If no successor Agent has accepted appointment acting as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may may, and at the request of the Required Lenders shall, resign as the Agent upon 45 30 days notice to the Lenders. If the Agent resigns under this Credit Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the LendersLenders which successor agent shall be approved by the Borrower. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 10 and Section 11.5 shall inure to its benefit as to any actions taken or omitted to be taken taken, by it while it was the Agent under this Credit Agreement. If no successor Agent agent has accepted appointment as the Agent by the date which is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent with the Borrower’s approval, as provided for above; provided that the Borrower’s approval shall not be required after and during the continuance of an Event of Default.

Successor Agent. The Agent may resign as Agent upon 45 days 30 days' notice to the Lenders. If the Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent, and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 12 and Sections 13.6 and 13.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may may, and at the request of the Majority Lenders shall, resign as Agent upon 45 days 30 days’ notice to the Lenders. If Agent resigns under this Agreement, the Required Majority Lenders shall appoint from among Lenders a successor Agent for Lenders which successor Agent shall be approved by the LendersBorrower and the Lessee. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable lawthe Borrower and the Lessee, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 7 and the provisions of the Operative Agreements regarding the repayment of Transaction Expenses shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Majority Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days forty-five (45) days’ notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 forty-five (45) days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Parent. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Parent, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s 123 resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days 30 days’ notice to the Lenders. If the Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent agent, and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 14 and Sections 15.5 and 15.16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 17 shall ---------- inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Either Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Parent. If an Agent resigns under this Agreement, the Required Revolving Lenders or Term Loan Lenders shall appoint from among the Lenders a successor Working Capital Agent for the Lendersor Term Loan Agent, respectively. If no successor Agent agent is appointed prior to the effective date of the resignation of such Agent, the retiring Agent may appoint, after consulting with the LendersLenders and Parent, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Working Capital Agent" ” or “Term Loan Agent” as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.. 134

Successor Agent. The Agent may resign as Agent upon 45 days at any time by giving written notice thereof to the Lenders and the Borrower. The Agent may be removed at any time for cause by the Required Lenders. If Agent resigns under this AgreementUpon any such resignation or removal, the Required Lenders shall appoint have the right to appoint, on behalf of the Lenders, a successor Agent for (which Agent, if not a Lender, shall be reasonably acceptable to the LendersBorrower). If no successor Agent is shall have been so appointed prior to by the effective date Required Lenders and shall have accepted such appointment within thirty days after the retiring Agent's giving notice of resignation or within thirty days after the resignation removal of such Agent, then the retiring Agent may shall use reasonable efforts to appoint, after consulting with on behalf of the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a Such successor Agent from among the Lendersshall be a commercial bank having capital and retained earnings of at least $50,000,000. In any such event, upon Upon the acceptance of its any appointment as Agent hereunder by a successor Agent hereunderAgent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the term "Agent" shall mean such successor Agent , and the retiring Agent's appointment, powers, and duties as Agent shall be terminateddischarged from its duties and obligations hereunder and under the other Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 16 Article X shall inure to continue in effect for its benefit as to in respect of any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment acting as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as and under the Lenders appoint a successor Agent as provided for aboveother Loan Documents.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders (unless such notice is waived by the Required Lenders). If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days 30 days' notice to the Lenders. If the Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the consent of the Company (which shall not be unreasonably withheld or delayed), appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent, and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 12 and Sections 13.6 and 13.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which that is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may may, and at the request of the Borrowers and the Majority Banks shall, resign as Agent upon 45 days 30 days' notice to the LendersBanks. If the Agent resigns under this Agreement, the Required Lenders Majority Banks shall appoint from among the Banks a successor Agent agent for the LendersBanks which successor agent shall be approved by the Borrowers. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersBanks and the Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersBanks. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article IX and Sections 11.4 and 11.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Majority Banks appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the ---------------- Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section SECTION ------- 16 shall inure to its benefit as to any actions taken or omitted to be taken by -- it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days days’ notice to the LendersLenders and Administrative Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders, with, so long as no Event of Default then exists, the consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 17 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may may, and at the request of the Majority Lenders shall, resign as Agent upon 45 days 30 days' notice to the Lenders. If the Agent resigns under this Agreement, the Required Majority Lenders shall appoint from among the Lenders a successor Agent agent for the LendersLenders which successor agent shall be approved by the Borrower. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent Agent, and the term "Agent" shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Majority Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days' notice to the LendersLenders and Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersLenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders; provided, that, Borrower has provided its prior written -------- consent so long as no Event of Default has occurred and is continuing (which consent shall not be unreasonably withheld or delayed). In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "Agent" as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.105

Successor Agent. Agent may resign as Agent upon 45 days notice to the LendersPurchasers. If Agent resigns under this Agreement, it shall be deemed to have resigned under the Debentures and the Required Lenders Purchasers shall appoint a successor Agent for the LendersPurchasers. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the LendersPurchasers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders Purchasers may agree in writing to remove and replace Agent with a successor Agent from among the LendersAgent. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 4.20 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders Required Purchasers shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders Required Purchasers appoint a successor Agent as provided for above.

Successor Agent. The Agent may may, and at the request of the Majority Banks shall, resign as Agent upon 45 days 30 days' notice to the LendersBanks and the Company. If the Agent resigns under this Agreement, the Required Lenders Majority Banks shall appoint from among the Banks a successor Agent agent for the LendersBanks which successor agent shall be subject to the approval of the Company. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersBanks and with the approval of the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the LendersBanks. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article IX and Sections 10.4 and 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders Banks shall perform all of the duties of the Agent hereunder until such time, if any, as the Lenders Majority Banks appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days thirty (30) days’ notice to the LendersLenders and Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, Lenders and Borrower,a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance by the Lender so selected of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all of the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” as used herein and in the other Financing Agreements shall mean such successor Agent agent and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 12 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following after the date of a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless nonetheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.. Table of Contents

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders, which successor Agent, so long as a Default or Event of Default has not occurred and is not continuing, shall be reasonably satisfactory to Borrower. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent, which successor Agent, so long as a Default or Event of Default has not occurred and is not continuing, shall be reasonably satisfactory to Borrower. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.this

Successor Agent. The Agent may resign as Agent upon 45 days thirty days' notice to the LendersLending Parties. If the Agent resigns under this Agreement, the Required Lenders and the Required Term Lenders shall appoint from among the Lenders a successor Agent agent for the LendersLenders which successor agent shall be reasonably acceptable to the Company. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Company, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article IX and Sections 10.4 and 10.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders and the Required Term Lenders appoint a successor Agent agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days thirty (30) days’ notice to the Lenders. If the Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the consent of the Borrowers (which shall not be unreasonably withheld or delayed), appoint from among the Lenders a successor Agent agent for the Lenders. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent agent, and the retiring Agent's ’s appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 15 and Section 16.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent agent has accepted appointment as Agent by the date which is 45 thirty (30) days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to the Lenders; provided that no such notice, or a lesser period of notice, may be required to the extent provided in the Agreement Among Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days (or such lesser period as provided in the first sentence of this Section 15.9) following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may resign as Agent upon 45 days forty-two (42) days’ notice to the LendersLender and to the Borrowers. If the Agent resigns shall resign as Agent under this AgreementLoan Agreement and the other Loan Documents, then the Required Lenders Lender shall appoint a successor Agent for the Lenders. If no Lender, which successor Agent shall be approved by the Borrowers (unless an Event of Default has occurred and is appointed prior to the effective date of the resignation of Agentcontinuing), Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform and any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, powers and duties of the retiring Agent Agent, and the term "“Agent" ” shall mean such successor Agent effective upon such appointment and approval, and the retiring former Agent's appointment’s rights, powers, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Loan Agreement or any holders of the Loans and Notes. If no successor Agent has been appointed and shall have accepted such appointment within 30 days after the retiring Agent’s giving notice of its resignation, then the retiring Agent, on behalf of the Lender, may appoint an Agent which shall (unless an Event of Default has occurred and is continuing) be reasonably acceptable to the Borrowers. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations, under this Loan Agreement and the other Loan Documents. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 Article X shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective Loan Agreement and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for aboveother Loan Documents.

Successor Agent. Agent may resign as Agent upon 45 days notice to the LendersLenders and Administrative Borrower. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. Unless an Event of Default has occurred and is continuing, no successor Agent may be appointed by the Required Lenders or the Agent without the prior consent of the Administrative Borrower (which consent may not be unreasonably withheld, delayed or conditioned). In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "“Agent" ” shall mean such successor Agent and the retiring Agent's ’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 16 15.1 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's ’s notice of resignation, the retiring Agent's ’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Agent may resign as Agent upon 45 days notice to --------------- the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders; provided, however that so -------- ------- long as no Event of Default has occurred and is continuing, any appointment of a successor Agent by Agent or the Lenders shall be subject to the written consent of Parent, such consent not to be unreasonably withheld or delayed. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to ---------- be -100- taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. (a) Any Agent may resign as Agent upon 45 at any time give at least thirty (30) (or, if the Total Revolving Credit Commitment is reduced to zero, ten (10)) days prior written notice of its resignation to the Lenders, the L/C Issuer and the Borrower, provided that, if the continuing Agent assumes all of the resigning Agent's duties hereunder, such resigning Agent may provide notice on the effective date of its resignation. If Agent resigns under this AgreementUpon receipt of any such notice of resignation, (i) the Required Lenders shall have the right, in consultation with the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor Collateral Agent and (ii) the Collateral Agent shall have the right, with the consent of the Required Revolving Loan Lenders and in consultation with the Borrower so long as no Event of Default has occurred and is continuing, to appoint a successor Administrative Agent. If no such successor Agent shall have been so appointed by the Collateral Agent or the Required Lenders, as the case may be, and shall have accepted such appointment within 30 (or, if the Total Revolving Credit Commitment is reduced to zero, ten (10)) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the "Resignation Effective Date"), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the L/C Issuer, appoint a successor Agent for the Lendersthat is a U.S. Person. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached Whether or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with not a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunderhas been appointed, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and in accordance with such notice on the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.Resignation Effective Date. 119

Successor Agent. The Agent may resign as Agent upon 45 days at least 30 days' prior notice to the LendersLenders and the Borrowers (or to ATI on behalf of the Borrowers), such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. If In the event the Bank sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor Agent agent for the LendersLenders reasonably acceptable to the Borrowers. If no successor Agent agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the LendersLenders and the Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent agent from among the Lenders. In any such event, upon Upon the acceptance of its appointment as successor Agent agent hereunder, such successor Agent agent shall succeed to all the rights, powers, powers and duties of the retiring Agent and the term "Agent" shall mean such successor Agent agent and the retiring Agent's appointment, powers, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 16 Article 12 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign as at any time either under this Agreement or under the Security Documents by giving written notice thereof to the Secured Parties and Borrower, and Agent may be removed at any time with cause by the Majority Lenders. Borrower may request the Majority Lenders to remove Agent upon 45 days notice to Agent’s gross negligence or willful misconduct, and the LendersMajority Lenders shall not unreasonably avoid such course of action. If Agent resigns under this AgreementUpon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor Agent for Agent, which appointment shall be subject to the Lendersapproval of Borrower if the appointee is not a Lender, and such approval shall not be unreasonably withheld. If no successor Agent is shall have been so appointed prior to by the effective date Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent’s notice of resignation or the Majority Lenders’ removal of the resignation of retiring Agent, then the retiring Agent may appointmay, after consulting with on behalf of the LendersSecured Parties, appoint a commercial bank having a combined capital and surplus of at least $100,000,000 as successor Agent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the term "Agent" shall mean such successor Agent , and the retiring Agent's appointment, powers, and duties as Agent shall be terminateddischarged from its duties and obligations hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Section 16 Article 8 shall inure to its continue in effect for such Agent’s benefit as to in respect of any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment served as Agent by the date which is 45 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for abovehereunder.