Common use of Successor Agent Clause in Contracts

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks and the Borrower. Upon any such resignation, the Required Banks shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrowers and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor AgentAgent from among the Lenders with the consent, so long as no Event of Default has occurred and is continuing, of the Guarantor, which shall consent will not be reasonably satisfactory to the Borrowerunreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a Lender that is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving 45 days’ prior written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Required Banks shall Lenders shall, after soliciting the views of the Borrower, have the right to appoint another Lender as a successor agent (the “Successor Agent, which ”) who shall be reasonably satisfactory acceptable to the Borrower, acting reasonably. If no successor Successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent mayshall, on behalf of the BanksLenders, appoint a successor Agent, which Successor Agent who shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory Lender acceptable to the Borrower, acting reasonably. Upon the acceptance of any appointment as Agent hereunder by a successor 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 retiring Agent shall thereupon be discharged from its further duties and obligations as Agent under this Agreement. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 8 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 Agreementhereunder.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor AgentAgent with the approval of the Borrower so long as no Event of Default exists, which shall such approval not to be reasonably satisfactory to the Borrowerunreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, with the approval of the Borrower, such approval not to be unreasonably withheld, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks and the BorrowerBorrower and may be removed at any time with or without cause by the Required Banks. Upon any such resignationresignation or removal, the Required Banks shall have the right to appoint a successor AgentAgent which, if such successor Agent is not a Bank, is approved by the Borrower (which shall approval will not be reasonably satisfactory to the Borrowerunreasonably withheld). If no successor Agent shall have been so appointed by the Required Banks (and, if not a Bank, approved by the Borrower), and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor AgentAgent with, so long as no Event of Default has occurred and is continuing, the consent of the Borrower, which consent shall not be reasonably satisfactory to the Borrowerunreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The An Agent may resign at any time by giving written as such upon 10 days’ notice thereof to the Banks Lenders and Borrower. If an Agent shall resign as such under this Agreement and the Borrower. Upon any such resignationother Finance Documents, then the Required Banks Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the right to appoint a successor rights, powers and duties of the applicable Agent, which and the term “Administrative Agent” or “Hermes Agent”, as the case may be, means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Hermes Agent’s, as the case may be, rights, powers and duties as such shall be reasonably satisfactory terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the BorrowerTerm Loans. If no successor Agent shall have been so appointed has accepted appointment by the Required Banks and shall have accepted such appointment, within 30 date that is 10 days after the following a retiring Agent's giving of ’s notice of resignation, the retiring Agent mayAgent’s resignation shall nevertheless thereupon become effective, on behalf and the Lenders shall assume and perform all of the Banksduties of such Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment Agent as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementprovided for above. After any retiring Agent's resignation hereunder as Agent’s resignation, the provisions of this Section 8 11.7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this AgreementAgreement and the other Finance Documents.

Successor Agent. The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Banks Lender Parties and the Borrower. Upon any such resignation, the Required Banks Lenders shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLender Parties, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower250,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation under this AgreementSection 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent’s resignation shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent's ’s resignation hereunder as Agentan Agent shall have become effective, the provisions of this Section 8 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Agent pursuant to this Section 7.06. Upon any such resignationresignation or removal, the Required Banks Majority Lenders shall have the right to appoint a successor Agent, which shall be a Lender or shall be another commercial bank or trust company (and reasonably satisfactory acceptable to the BorrowerBorrower so long as no Event of Default exists) organized under the laws of the United States or of any State thereof. If no successor Agent shall have been so appointed by the Required Banks Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory acceptable to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Administrative Agent may resign at any time subject to the appointment of a successor Administrative Agent by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Required Banks Lenders shall have the right to appoint a successor AgentAdministrative Agent with the consent of the Borrower, which consent shall not be unreasonably withheld or delayed; provided that no such consent shall be reasonably satisfactory to required if the Borrowersuccessor Administrative Agent is a Lender. If no successor Administrative Agent shall have been so appointed by the Required Banks appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the BanksLenders, and without the Borrower's consent, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower1,000,000,000. Upon the acceptance of any its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAdministrative Agent.

Successor Agent. (a) The Agent may resign at any time by giving at least sixty (60) days' prior written notice thereof to the Banks and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal, the Required Majority Banks shall have the right to appoint a successor Agent, which shall be reasonably satisfactory subject to the BorrowerSection 10.06(b). If no successor Agent shall have been so appointed by the Required Banks Majority Banks, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank or federal savings bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000thereof, which shall be reasonably satisfactory subject to the BorrowerSection 10.06(b). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 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. (b) The appointment of any successor Agent that is not a Bank shall be subject to the prior written approval of the Borrower, which approval shall not be unreasonably withheld.

Successor Agent. The Agent may resign at any time by giving written --------------- notice thereof to the Banks Lenders and the BorrowerCompany and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank organized organized, chartered or licensed under the laws of the United States of America or of any State thereof having combined capital and surplus of at least $500,000,000. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment within 30 days after the notice of resignation or the removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, with the consent of the Company which consent shall not be unreasonably withheld or delayed, appoint a successor Agent, which shall be a commercial bank organized or chartered under the laws of the United States of America or of any State thereof having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its future duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article 10 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 AgreementAgreement and the other Loan Documents.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Agent pursuant to this Section 7.06. Upon any such resignationresignation or removal, the Required Banks Majority Lenders shall have the right to appoint a successor Agent, which shall be a Lender or shall be another commercial bank or trust company reasonably satisfactory acceptable to the BorrowerBorrower organized under the laws of the United States or of any State thereof. If no successor Agent shall have been so appointed by the Required Banks Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory acceptable to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks and the BorrowerCompany and may be removed as Agent under this Agreement, the Notes and the other Loan Documents at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal, the Required Majority Banks shall have the right to appoint a successor AgentAgent with the approval of the Company, which shall not be reasonably satisfactory to the Borrowerunreasonably withheld. If no successor Agent shall have been so appointed by the Required Banks Majority Banks, and shall have accepted such appointment, within 30 calendar days after the retiring Agent's giving of notice of resignationresignation or the Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor AgentAgent with the approval of the Company, which shall not be unreasonably withheld, which shall be a commercial bank organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower50,000,000. Upon the acceptance of any appointment as Agent hereunder and under the Notes and the other Loan Documents 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 Agreement, the Notes and the other Loan Documents. After any retiring Agent's resignation or removal as Agent hereunder as Agentand under the Notes and the other Loan Documents, the provisions of this Section 8 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, the Notes and the other Loan Documents.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor AgentAgent with the consent, which shall not to be reasonably satisfactory to unreasonably withheld or delayed, of the BorrowerBorrower so long as no Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders and with the consent, not to be unreasonably withheld or delayed, of the Borrower so long as no Default has occurred and is continuing, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving 45 days’ prior written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Required Banks shall Lenders shall, after soliciting the view of the Borrower, have the right to appoint another Lender as a successor agent (the “Successor Agent, which ”) who shall be reasonably satisfactory acceptable to the Borrower, acting reasonably. If no successor Successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent mayshall, on behalf of the BanksLenders, appoint a successor Agent, which Successor Agent who shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory Lender acceptable to the Borrower, acting reasonably. Upon the acceptance of any appointment as Agent hereunder by a successor 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 retiring Agent shall thereupon be discharged from its further duties and obligations as Agent under this Agreement. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 8 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 Agreementhereunder.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks DIP Lenders and the Borrower. Upon any such resignation, the Required Banks DIP Lenders shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks DIP Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the BanksDIP Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Borrower shall have the right to appoint a successor Agent, which shall be reasonably satisfactory subject to the Borrowerapproval of the Required Lenders, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Borrower and approved by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor AgentAgent subject to the approval of the Borrower and the Required Lenders, such approval not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving --------------- written notice thereof to the Banks and the Borrower. Upon any such resignation, the Required Banks shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided in this paragraph, the Agent may resign at any time by giving written notice thereof to notifying the Banks Lenders, the Issuing Lender and the Borrower. Upon any such resignation, the Required Banks Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agent, which shall be reasonably satisfactory to the Borrowersuccessor. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of Agent gives notice of its resignation, then the retiring Agent may, on behalf of the BanksLenders and the Issuing Lender, appoint a successor Agent, Agent which shall be a commercial bank organized under the laws of the United States of America with an office in New York, New York, or an Affiliate of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory to the Borrowersuch bank. Upon the acceptance of any its appointment as Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. 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 resignation hereunder as Agenthereunder, the provisions of this Article and Section 8 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 Agreementacting as Agent.

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Banks and the Borrower, and the Agent may be removed at any time by Required Banks if it has breached its obligations under the Loan Documents. Upon any such resignationresignation or removal, the Required Banks shall will have the right to appoint a successor AgentAgent with the Borrower's consent, which shall not be reasonably satisfactory to the Borrowerunreasonably withheld. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least One Hundred Million Dollars ($100,000,000, which shall be reasonably satisfactory to the Borrower). Upon the acceptance of any its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, immunities, contractual obligations, and duties of the retiring resigning or removed Agent, and the retiring resigning or removed Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Agent's resignation hereunder or removal as Agent, the provisions of this Section 8 Article 14 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 Agreementthe Agent.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor AgentAgent with the consent, so long as no Event of Default shall have occurred and be continuing, of the Borrower (which consent shall not be reasonably satisfactory to the Borrowerunreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time as Agent under this Agreement by giving written notice thereof to the Banks and the BorrowerBorrower and may be removed at any time by the Borrower if at any time the Agent, in its individual capacity as a Bank hereunder, shall hold less than $30,000,000 of the aggregate Commitments. Upon any such resignationresignation or removal, the Required Banks Borrower shall have the right to appoint appoint, with the consent of the Majority Banks (which consent shall not be unreasonably withheld), a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Borrower with such consent of the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Borrower's removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a Bank which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder under this Agreement 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 AgentAgent and shall function as the Agent under this Agreement, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Administrative Agent may resign at any time subject to the appointment of a successor Agent by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Required Banks Lenders shall have the right to appoint a successor AgentAgent with the consent of the Borrower, which consent shall not be unreasonably withheld or delayed; provided that no such consent shall be reasonably satisfactory to required if the Borrowersuccessor Agent is a Lender. If no successor Agent shall have been so appointed by the Required Banks appointed, and shall have accepted such appointment, within 30 days after the retiring Agent's "giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, and without the Borrower's consent, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower1,000,000,000. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgent.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerCompany and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank organized organized, chartered or licensed under the laws of the United States of America or of any State thereof having combined capital and surplus of at least $500,000,000. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment within 30 days after the notice of resignation or the removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, with the consent of the Company which consent shall not be unreasonably withheld or delayed, appoint a successor Agent, which shall be a commercial bank organized or chartered under the laws of the United States of America or of any State thereof having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its future duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article 11 and Sections 12.04 and 12.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgreement and the other Loan Documents. Notwithstanding the foregoing, however, Bank of America may not be removed as the Agent at the request of the Required Lenders unless Bank of America shall also simultaneously be replaced as "Issuing Bank" hereunder pursuant to documentation in form and substance reasonably satisfactory to Bank of America.

Successor Agent. The Administrative Agent may resign at any time subject to the appointment of a successor Agent by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Required Banks Lenders shall have the right to appoint a successor AgentAgent with the consent of the Borrower, which consent shall not be unreasonably withheld or delayed; provided that no such consent shall be reasonably satisfactory to required if the Borrowersuccessor Agent is a Lender. If no successor Agent shall have been so appointed by the Required Banks appointed, and shall have accepted such appointment, within 30 days after the retiring Agent's 'giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, and without the Borrower's consent, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower1,000,000,000. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgent.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor AgentAgent which, which so long as no Default shall have occurred and be continuing, shall be reasonably satisfactory subject to the Borrower’s approval, which approval shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof or the Commonwealth of Puerto Rico and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent Agent, upon appointment of such successor Agent, shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Section 8 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Lenders, with any such resignation or removal to become effective only upon the appointment of a successor Agent pursuant to this Section 7.06. Upon any such resignationresignation or removal, the Required Banks Majority Lenders shall have the right to appoint a successor Agent, which shall be a Lender or shall be another commercial bank or trust company (and reasonably satisfactory acceptable to the BorrowerBorrower so long as no Event of Default exists) organized under the laws of the United States or of any State thereof. If no successor Agent shall have been so appointed by the Required Banks Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignationresignation or the Majority Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a Lender or shall be another commercial bank or trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory acceptable to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Required Banks Lenders shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerCompany. Upon any such resignation, the Required Banks shall Lenders shall, have the right to appoint a successor Agent; provided, however, that so long as an Event of Default shall not have occurred and be continuing, upon any such resignation, the Company shall, with the consent of the Required Lenders (which consent shall not be reasonably satisfactory unreasonably withheld), have the right to the Borrowerappoint any Lender as a successor Agent. If no successor Agent shall have been so appointed by the Required Banks Lenders or the Company, as the case may be, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall may be a (i) any Lender, or (ii) any other commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any its appointment as an Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 Article shall inure to its benefit benefits as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgent.

Successor Agent. The Agent may resign at any time as Agent under this Agreement by giving written notice thereof to the Banks and the BorrowerBorrowers and may be removed at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal, the Required Majority Banks shall have the right to appoint appoint, with the consent of the Borrowers (which consent shall not be unreasonably withheld and shall not be required if an Event of Default under Section 6.1(a) or 6.1(e) exists), a successor Agent, which shall be reasonably satisfactory to Agent from among the BorrowerBanks. If no successor Agent shall have been so appointed by the Required Majority Banks with such consent, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignationresignation or the Majority Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a Bank which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder under this Agreement 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 AgentAgent and shall function as the Agent under this Agreement, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time as Agent under the Loan Documents by giving not less than 30-days' written notice thereof to the Banks Lenders and the BorrowerBorrower and the Agent may be removed at any time with cause by written action of all Lenders (other than the Agent) delivered to the Agent. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the removal of the Agent, then the retiring or removed Agent may, on behalf of the Banksother Lender Parties, appoint a successor Agent, which shall be a commercial bank financial institution having a combined capital and surplus of at least $100,000,000, or a branch or agency of such a financial institution, organized or licensed to do business under the laws of the United States of America or of any State thereof thereof, and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory to the Borrower. have a minimum rating of "Baa-2" by ▇▇▇▇▇'▇ and a minimum long-term debt rating of "BBB" by S&P. 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 of its duties and obligations under this Agreementthe Loan Documents. After Upon any retiring Agent's resignation hereunder as Agentor removal, the provisions of this Section 8 Article 9. (as well as other expense reimbursement, indemnification and exculpatory provisions in the other Loan Documents) shall inure to continue in effect for its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgent.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the Borrower, and the Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint appoint, on behalf of the Borrower and the Lenders, a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Agent's giving of notice of resignation, then the retiring Agent maymay appoint, on behalf of the BanksBorrower and the Lenders, appoint a successor Agent, which . Such successor Agent shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus retained earnings of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 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 acting as the Agent hereunder and under this Agreementthe other Loan Documents.

Successor Agent. The Except as provided below, the Agent may resign at any time by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Required Banks Lenders shall have the right to appoint a successor Agent, Agent which shall be reasonably satisfactory acceptable to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Lenders (other than the resigning Agent), and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank or financial institution organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring refiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Lender Agreements. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 Article 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgreement and the other Lender Agreements.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, or, if a successor agent has not been appointed within 45 days after the retiring Agent's giving of notice or resignation, then the Borrower may appoint a successor Agent, which in any case shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent, which provided that the appointment of any such successor Agent shall be reasonably satisfactory subject to the Borrowerconsent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time as Agent under this Agreement by giving written notice thereof to the Banks and the BorrowerBorrowers and may be removed at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal, the Required Majority Banks shall have the right to appoint appoint, with the consent of TWC (which consent shall not be unreasonably withheld and shall not be required if an Event of Default exists), a successor Agent, which shall be reasonably satisfactory to Agent from among the BorrowerBanks. If no successor Agent shall have been so appointed by the Required Majority Banks with such consent, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a Bank which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder under this Agreement 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 AgentAgent and shall function as the Agent under this Agreement, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignationresignation or removal, the Required Banks Borrower shall have the right to appoint a successor Agent, which shall be reasonably satisfactory subject to the Borrowerapproval of the Majority Lenders, such approval not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Banks Borrower and approved by the Majority Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor AgentAgent subject to the approval of the Borrower and the Majority Lenders, such approval not to be unreasonably withheld or delayed, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder under this Section 7.06 by a successor Agent, 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 retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent's resignation hereunder or removal under this Section 7.06 as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgreement and the other Loan Documents.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks and the BorrowerCompany and may be removed at any time with or without cause with the written approval of the Required Banks. Upon any such resignationresignation or removal, the Required Banks shall have the right to appoint a successor AgentAgent with the consent of the Company, which shall not be reasonably satisfactory to the Borrowerunreasonably withheld or delayed. If no successor Agent shall have has been so appointed by the Required Banks Banks, and shall have has accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor AgentAgent with the consent of the Company (which shall not be unreasonably withheld or delayed), which successor Agent shall be a commercial bank organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Credit Documents and the other Project Contracts. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section Article 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent agent under this Agreement.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving 45 days' prior written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Required Banks shall Lenders shall, after soliciting the views of the Borrower, have the right to appoint another L▇▇▇▇▇ as a successor agent (the "Successor Agent, which ") who shall be reasonably satisfactory acceptable to the Borrower, acting reasonably. If no successor Successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent mayshall, on behalf of the BanksLenders, appoint a successor Agent, which Successor Agent who shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory Lender acceptable to the Borrower, acting reasonably. Upon the acceptance of any appointment as Agent hereunder by a successor 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 retiring Agent shall thereupon be discharged from its further duties and obligations as Agent under this Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 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 Agreementhereunder.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks and the BorrowerBorrower and may be removed as Agent at any time for cause by the Majority Banks. Upon any such resignationresignation or removal, the Required Majority Banks shall have the right to appoint from among the Banks a successor Agent, Agent (with the consent of the Borrower which shall not be reasonably satisfactory to unreasonably withheld or delayed, provided that if an Event of Default shall have occurred and be continuing the Borrowerconsent of the Borrower need not be obtained). If no successor Agent shall have been so appointed by the Required Banks Majority Banks, and shall have accepted such appointment, within 30 calendar days after the retiring Agent's giving of notice of resignationresignation or the Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksBanks and with the concurrence of the Borrower, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory to the Borroweran Eligible Assignee. Upon the acceptance of any appointment as Agent hereunder and under the other Loan Documents 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 AgreementCredit Agreement and the other Loan Documents. After any retiring Agent's resignation or removal as Agent hereunder as Agentand under the other Loan Documents, the provisions of this Section 8 Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementCredit Agreement and the other Loan Documents.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and Borrower and may be removed at any time with or without cause by the BorrowerRequired Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent; provided that, which unless an Event of Default has occurred and is continuing, such successor Agent shall be reasonably reasonable satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be (i) a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000500,000,000 and (ii) unless an Event of Default has occurred and is continuing, which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Any Agent may resign at any time by giving five (5) Business Days’ written notice thereof to the Banks Lenders, the Issuing Bank, the other Agents and the Lead Borrower. Upon any such resignationresignation of any Agent, the Required Banks Lenders shall have the right to appoint a successor Agent, which so long as there is no Default or Event of Default then in existence shall be reasonably satisfactory to the BorrowerLead Borrower (whose consent shall not be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignation, the retiring Agent may, on behalf of the BanksLenders, the other Agents and the Issuing Bank, appoint a successor Agent, Agent which shall be a commercial bank (or affiliate thereof) organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000500,000,000 which, which so long as there is no Default or Event of Default, shall be reasonably satisfactory to the BorrowerLead Borrower (whose consent shall not be unreasonably withheld or delayed). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Agent and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation hereunder as such Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Required Banks Lenders shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank Lender organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by --------------- giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent, provided that, so long as no Default has occurred and is -------- continuing, the Borrower shall have the right to consent to such successor Agent (which consent shall not be reasonably satisfactory to the Borrowerunreasonably withheld or delayed) . If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent, provided that, so long as no Default has occurred and is continuing, the Borrower shall have the right to consent to such successor Agent (which consent shall not be reasonably satisfactory to the Borrowerunreasonably withheld or delayed) . If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the Borrower, and the Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint appoint, on behalf of the Borrower and the Lenders, a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Agent's giving of notice of resignation, then the retiring Agent maymay appoint, on behalf of the BanksBorrower and the Lenders, appoint a successor Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Agent shall be subject to approval by the Borrower, which approval shall not be unreasonably withheld. Such successor Agent shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus retained earnings of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. 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 hereunder and under this Agreementthe other Loan Documents. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 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 acting as the Agent hereunder and under this Agreementthe other Loan Documents.

Successor Agent. The Agent may resign at any time as Agent under this Agreement by giving written notice thereof to the Banks and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal, the Required Majority Banks shall have the right to appoint appoint, with the consent the Borrower (which consent shall not be unreasonably withheld and shall not be required if an Event of Default exists), a successor Agent, which shall be reasonably satisfactory to Agent from among the BorrowerBanks. If no successor Agent shall have been so appointed by the Required Majority Banks with such consent, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a Bank which is a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder under this Agreement 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 AgentAgent and shall function as the Agent under this Agreement, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving 45 days’ prior written notice thereof to the Banks Lenders and the BorrowerBorrowers. Upon any such resignation, the Required Banks shall Lenders shall, after soliciting the view of the Borrowers, have the right to appoint another ▇▇▇▇▇▇ as a successor agent (the “Successor Agent, which ”) who shall be reasonably satisfactory acceptable to the Canadian Borrower, acting reasonably. If no successor Successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent mayshall, on behalf of the BanksLenders, appoint a successor Agent, which Successor Agent who shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory Lender acceptable to the Canadian Borrower, acting reasonably. Upon the acceptance of any appointment as Agent hereunder by a successor 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 retiring Agent shall thereupon be discharged from its further duties and obligations as Agent under this Agreement. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Section 8 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 Agreementhereunder.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor AgentAgent with the consent, which shall not to be reasonably satisfactory to unreasonably withheld or delayed, of the BorrowerBorrower so long as no Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders and with the consent, not to be unreasonably withheld or delayed, of the Borrower so long as no Default has occurred and is continuing, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving 10 days' prior written notice thereof to the Banks and the BorrowerAccount Parties. The Agent may be removed by the Required Banks at any time by giving 10 days' prior written notice thereof to the Agent, the other Banks and the Account Parties. Upon any such resignationresignation or removal, the Required Banks shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks and consented to, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of such notice of resignationresignation or removal, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which . Each successor Agent shall be a commercial bank or trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower1,000,000,000. Upon the acceptance by a successor Agent of any its appointment as Agent hereunder by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent, and the retiring such Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as AgentAgreement and the other Transaction Documents, but the provisions of this Section 8 Agreement 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 and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by the Agent shall be sufficiently given if given by the Required Banks, all notices or other communications required or permitted to be given to the Agent shall be given to each Bank, and all payments to be made to the Agent shall be made directly to the Account Parties or Bank for whose account such payment is made.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving 45 days' prior written notice thereof to the Banks Lenders and the BorrowerBorrowers. Upon any such resignation, the Required Banks shall Lenders shall, after soliciting the view of the Borrowers, have the right to appoint another Lender as a successor agent (the "Successor Agent, which ") who shall be reasonably satisfactory acceptable to the Canadian Borrower, acting reasonably. If no successor Successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent mayshall, on behalf of the BanksLenders, appoint a successor Agent, which Successor Agent who shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory Lender acceptable to the Canadian Borrower, acting reasonably. Upon the acceptance of any appointment as Agent hereunder by a successor 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 retiring Agent shall thereupon be discharged from its further duties and obligations as Agent under this Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 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 Agreementhereunder.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks and the BorrowerBorrower and may be removed at any time with or without cause with the written approval of the Required Banks. Upon any such resignationresignation or removal, the Required Banks shall have the right to appoint a successor AgentAgent with the consent of the Borrower, which shall not be reasonably satisfactory to the Borrowerunreasonably withheld. If no successor Agent shall have has been so appointed by the Required Banks Banks, and shall have has accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor AgentAgent with the consent of the Borrower (which shall not be unreasonably withheld), which successor Agent shall be a commercial bank organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of a at least five hundred million dollars ($100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Financing Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Administrative Agent may resign at any time by giving 30 days' prior written notice thereof to the Banks Lenders and the BorrowerCompany, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Company and Administrative Agent and signed by Requisite Lenders. Upon any such resignationnotice of resignation or any such removal, the Required Banks Requisite Lenders shall have the right right, upon five Business Days' notice to Company, to appoint a successor Administrative Agent reasonably 118 acceptable to Company, the consent of Company not to be unreasonably withheld; PROVIDED, HOWEVER, that the consent of the Company shall not be required (i) to appoint any Lender as successor Administrative Agent, which shall be reasonably satisfactory to or (ii) upon the Borrower. If no successor Agent shall have been so appointed by occurrence of and during the Required Banks and shall have accepted such appointment, within 30 days after the retiring Agent's giving continuation of notice an Event of resignation, the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory to the BorrowerDefault. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, or removed Administrative Agent and the retiring or removed Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring or removed Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving 30 days' prior written notice thereof to the Banks Lenders and the BorrowerCompany and may be removed at any time with cause by the Required Lenders, such resignation or removal to be effective only upon acceptance of its appointment of a successor Agent as provided herein. Upon any such resignationnotice of resignation or removal, the Required Banks Requisite Lenders shall have the right to appoint a successor AgentAgent and shall notify the Company in writing of such appointment; provided, which that, unless a Potential Event of Default or Event of Default shall have occurred and then be reasonably satisfactory continuing, the Required Lenders shall obtain the Company's written consent to the Borrower. If no appointment of such successor Agent shall have been so appointed by the Required Banks and shall have accepted (such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall consent not to be a commercial bank organized under the laws of the United States of America unreasonably withheld or of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory to the Borrowerdelayed). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such that successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Agent and the retiring or removed Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent, which shall be (i) a Lender or (ii) if no Lender shall accept appointment as the Agent within 30 days after such resignation or removal, any other Person, which Person, so long as no Default shall have occurred and be continuing, shall be reasonably satisfactory acceptable to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be (i) a commercial bank organized under the laws of the United States of America Lender or of (ii) any State thereof and having a combined capital and surplus of a least $100,000,000other Person, which Person, so long as no Default shall have occurred and be continuing, shall be reasonably satisfactory acceptable to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided in this section, the Agent may resign at any time by giving written notice thereof to notifying the Banks and the BorrowerCompany. Upon any such resignation, the Required Banks shall have the right right, in consultation with the Company, to appoint a successor Agent, which shall be reasonably satisfactory to the Borrowersuccessor. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, Agent which shall be a commercial bank organized under the laws of the United States of America with an office in New York, New York, or an affiliate of any State thereof and such bank, having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower250,000,000. Upon the acceptance of any its appointment as Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. The fees payable by any Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After any retiring the Agent's resignation hereunder as Agenthereunder, the provisions of this Article VII and Section 8 9.03(A) and (B) shall inure to continue in effect for the benefit of such retiring Agent, its benefit as to sub-agents, its affiliates and their respective directors, officers, employees, agents and advisors in respect of any actions taken or omitted to be taken by it any of them while it was Agent under this Agreementacting as Agent.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks other members of the Bank Group and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal, the Required Majority Banks shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Majority Banks, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank or corporation organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement, subject to the requirement that such retiring Agent will execute such documents and take such actions as may be necessary or desirable to cause the successor Agent to be vested with all such rights, powers, privileges and duties. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 ARTICLE VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. All reasonable costs and expenses incurred by the Bank Group in connection with any amendments or other documentation required by this SECTION 8.07 shall be paid by the Borrower pursuant to SECTION 9.04 hereof.

Successor Agent. The Except as provided below, the Agent may resign at any time by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Required Banks Lenders shall have the right to appoint a successor Agent, Agent which shall be reasonably satisfactory acceptable to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Lenders (other than the resigning Agent), and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank or financial institution organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of a at least $100,000,000, 50,000,000 and which shall be reasonably satisfactory acceptable to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Lender Agreements. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 Article 13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgreement and the other Lender Agreements.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignationresignation or removal, the Required Banks Majority Lenders shall have the right to appoint a successor AgentAgent with the prior consent of the Borrower, which consent shall not be reasonably satisfactory to unreasonably withheld or delayed, PROVIDED that such consent of the BorrowerBorrower shall not be required at any time an Event of Default or Potential Event of Default exists. If no successor Agent shall have been so appointed by the Required Banks Majority Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the Borrower, and the Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint appoint, on behalf of the Borrower and the Lenders, a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Agent's giving of notice of resignation, then the retiring Agent maymay appoint, on behalf of the BanksBorrower and the Lenders, appoint a successor Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Agent shall be subject to approval by the Borrower, which approval shall not be unreasonably withheld. Such successor Agent shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus retained earnings of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. 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 hereunder and under this Agreementthe other Loan Documents. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 Article XI 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 acting as the Agent hereunder and under this Agreementthe other Loan Documents.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerCompany and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor AgentAgent approved by the Company, which approval shall not be reasonably satisfactory to the Borrowerunreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement, but shall not be discharged from any duties or obligations under this Agreement prior to its retirement as Agent. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving 30 days prior written notice thereof to the Banks and the BorrowerPartnership and may be removed at any time with or without cause with the written approval of the Required Banks. Upon any such resignationresignation or removal, the Required Banks shall have the right to appoint a successor AgentAgent with the consent of the Partnership, which shall not be reasonably satisfactory to the Borrowerunreasonably withheld. If no successor Agent shall have has been so appointed by the Required Banks Banks, and shall have has accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor AgentAgent with the consent of the Partnership (which shall not be unreasonably withheld), which successor Agent shall be a commercial bank organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Credit Documents and the other Project Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section Article 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks and the BorrowerCompany and may be removed at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal, the Required Majority Banks shall have the right to appoint a one of the Banks as the successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignationresignation or the Majority Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint one of the Banks as its successor. If none of the Banks will accept such an appointment, the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which which, in the case of a successor Agent, shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower250,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. The successor Agent shall immediately notify the Company of such appointment. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written as the Agent upon thirty (30) calendar days' notice thereof to the Banks Lenders and the BorrowerBorrower only in the event that an Event of Default shall occur, be continuing and declared by the Lenders. Upon any If such resignationnotice shall be given, the Required Banks Lender shall have appoint from among the right to appoint Lenders a successor Agentagent for the Lenders, during such thirty (30) day period, which successor agent shall be reasonable satisfactory to the Borrower, to serve as agent under the Loan Documents. If at the end of such thirty (30) day period the Lenders have not appointed such a successor, the Agent shall procure a successor reasonably satisfactory to the Lenders and the Borrower. If no successor Agent shall have been so appointed by , to serve as agent for the Required Banks and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank organized Lenders under the laws of the United States of America or of Loan Documents, any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent. Upon the appointment of such successor agent or upon the expiration of such thirty (30) day period (or any longer period to which the Agent has agreed), the former Agent's rights, powers and duties as the retiring Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 Article 9 shall inure to its the benefit of such retiring Agent as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerCompany and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor AgentAgent that, which unless an Event of Default shall have occurred and then be continuing, is reasonably satisfactory acceptable to the BorrowerCompany. If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignationresignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall, unless an Event of Default shall have occurred and then be continuing, be reasonably acceptable to the Company, and shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus total assets of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower1,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the Borrower, and the Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint appoint, on behalf of the Borrower and the Lenders, a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment, appointment within 30 thirty days after the retiring Agent's giving of notice of resignation, then the retiring Agent maymay appoint, on behalf of the BanksBorrower and the Lenders, appoint a successor Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Agent shall be subject to approval by the Borrower, which approval shall not be unreasonably withheld. Such successor Agent shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus retained earnings of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder and under this Agreementthe other Loan Documents. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 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 acting as the Agent hereunder and under this Agreementthe other Loan Documents.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Required Banks Lenders shall have the right to appoint a successor Agent, which shall Agent with the prior written consent of the Borrower (such consent not to be reasonably satisfactory to the Borrowerunreasonably withheld). If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent maymay with the prior written consent of the Borrower (such consent not to be unreasonably withheld), on behalf of the BanksLenders, appoint a successor Agent, Agent which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 10 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 Agreementacting as Agent.

Successor Agent. The Agent may resign at any time by giving written as Agent upon 30 days' notice thereof to the Banks Lenders and the BorrowerBorrowers. Upon any such resignationIf the Agent shall resign as Agent under this Agreement and the other Loan Documents, then the Required Banks Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under Section 7.01(a) or Section 7.01(e) with respect to any Borrower shall have occurred and be continuing) be subject to approval by the right Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to appoint a successor the rights, powers and duties of the Agent, which and the term "Agent" shall mean such successor agent effective upon such appointment and approval, and the former Agent's rights, powers and duties as Agent shall be reasonably satisfactory terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the BorrowerAdvances. If no successor agent has accepted appointment as Agent shall have been so appointed by the Required Banks and shall have accepted such appointment, within date that is 30 days after the following a retiring Agent's giving of notice of resignation, the retiring Agent mayAgent's resignation shall nevertheless thereupon become effective, on behalf and the Lenders shall assume and perform all of the Banksduties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment agent as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementprovided for above. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgreement and the other Loan Documents.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks and the BorrowerBorrower and may be removed at any time with or without cause by the Required Banks. Upon any such resignationresignation or removal, the Required Banks shall have the right to appoint a successor AgentAgent which, if such successor Agent is not a Bank, is approved by the Borrower (which shall approval will not be reasonably satisfactory to the Borrowerunreasonably withheld). If no successor Agent shall have been so appointed by the Required Banks (and, if not a Bank, approved by the Borrower), and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignationresignation or the Required Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written as Agent upon ninety (90) days' notice thereof to the Banks and the Borrower. Upon any If such resignationnotice shall be given, the Required Banks shall have the right to appoint a successor Agentagent for the Banks, during such ninety (90) day period, which successor agent shall, if no default under Section 9 has occurred and is continuing, be consented to by the Borrower (which consent shall not be unreasonably withheld), to serve as agent hereunder and under the several documents. Following the occurrence and continuance of any default under Section 9, Borrower's consent shall not be required for appointment of a successor Agent. If at the end of such ninety (90) day period the Banks have not appointed such a successor, the Agent shall procure a successor reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointmentthe Borrower, within 30 days after to serve as agent for the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank organized Banks hereunder and under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory to the Borrowerseveral documents. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, Any such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent. Upon the appointment of such successor agent or upon the expiration of such ninety (90) day period (or any longer period to which the Agent has agreed), the former Agent's rights, powers and the retiring duties as Agent shall be discharged from its duties and obligations under terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 12.12 shall inure to its the benefit of such retiring Agent as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent, provided that, so long as no Default has occurred and is continuing, the Borrower shall have the right to consent to such successor Agent (which consent shall not be reasonably satisfactory to the Borrowerunreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving given of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving written notice thereof to the Banks and Borrower, and Agent may be removed at any time by Required Banks if it has breached its obligations under the BorrowerLoan Documents. Upon any such resignationresignation or removal, the Required Banks shall will have the right to appoint a successor AgentAgent with Borrower's consent, which shall not be reasonably satisfactory to the Borrowerunreasonably withheld. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment, appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least One Hundred Million Dollars ($100,000,000, which shall be reasonably satisfactory to the Borrower). Upon the acceptance of any its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, immunities, contractual obligations, and duties of the retiring resigning or removed Agent, and the retiring resigning or removed Agent shall be discharged from its duties and obligations under this Agreementthe Loan Documents. After any retiring Agent's resignation hereunder or removal as Agent, the provisions of this Section 8 Article 13 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 AgreementAgent.

Successor Agent. The Agent may resign at any time by giving 45 days' prior written notice thereof to the Banks Lenders and the Borrower. The Agent may be removed by the Required Lenders at any time by giving 10 days' prior written notice thereof to the Agent, the other Lenders and the Borrower. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks and consented to, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of such notice of resignationresignation or removal, then the retiring Agent may, on behalf of the Banks, may (but shall not be required to) appoint a successor Agent, which . Each successor Agent shall be a commercial bank or trust company organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance by a successor Agent of any its appointment as Agent hereunder by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all the properties, rights, powers, privileges and duties of the former Agent in its capacity as such, without further act, deed or conveyance. Upon the effective date of resignation or removal of a retiring Agent, and the retiring such Agent shall be discharged from its duties and obligations as such under this Agreement. After any retiring Agent's resignation hereunder as AgentAgreement and the other Loan Documents, but the provisions of this Section 8 Agreement 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 and so long as no successor Agent shall have been appointed, then any notice or other communication required or permitted to be given by the Agent shall be sufficiently given if given by the Required Lenders, all notices or other communications required or permitted to be given to the Agent shall be given to each

Successor Agent. The An Agent may resign at any time by giving written notice thereof to Lenders and Borrower and may be removed at any time with or without cause by the Banks and the BorrowerMajority Lenders. Upon any such resignationresignation or removal, the Required Banks Majority Lenders shall have the right to appoint a successor AgentAgent with the prior consent of Borrower, which consent shall not be reasonably satisfactory to unreasonably withheld or delayed, provided that such consent of the BorrowerBorrower shall not be required at any time an Event of Default or Potential Event of Default exists. If no successor Agent shall have been so appointed by the Required Banks Majority Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 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.

Successor Agent. (a) The Agent may resign at any time by giving written notice thereof to the Banks Lenders and Borrower and may be removed at any time with or without cause by the BorrowerRequired Lenders; provided, however, the Agent may not resign or be removed -------- ------- until a successor Agent has been appointed and shall have accepted such appointment. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent, which shall be reasonably satisfactory Agent subject to the Borrower's prior written approval. If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor AgentAgent subject to Borrower's prior written approval, which shall be a bank which maintains an office in the United States, or a commercial bank organized under the laws of the United States of America or of any State thereof and thereof, or any Affiliate of such bank, having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower. 1,000,000,000. (b) 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 Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and the Agent may be removed at any time with cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks shall Lenders will have the right to appoint another Lender as a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, and with the consent of the Borrower, which consent shall not be unreasonably withheld, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America U.S. or any state thereof or of any State thereof a foreign country if acting through its U.S. branch and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, immunities and duties of the retiring resigning or removed Agent, and the retiring resigning or removed Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent's resignation hereunder or removal as Agent, the provisions of this Section 8 ARTICLE 12 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 Agreementthe Agent.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and each Borrower and may be removed at any time with or without cause by the BorrowerMajority Lenders and such resignation or removal shall be effective upon the appointment of a successor Agent. Upon any such resignationresignation or removal, the Required Banks Majority Lenders shall have the right to appoint a successor Agent, subject to the Company's approval (which shall not be reasonably satisfactory to the Borrowerunreasonably withheld). If no successor Agent shall have been so appointed by the Required Banks Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000250,000,000, subject to the Company's approval (which shall not be reasonably satisfactory to the Borrowerunreasonably withheld). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks other members of the Bank Group and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal, the Required Majority Banks shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Majority Banks, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank or corporation organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement, subject to the requirement that such retiring Agent will execute such documents and take such actions as may be necessary or desirable to cause the successor Agent to be vested with all such rights, powers, privileges and duties. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. All reasonable costs and expenses incurred by the Bank Group in connection with any amendments or other documentation required by this Section 8.07 shall be paid by the Borrower pursuant to Section 9.04 hereof.

Successor Agent. The Agent may resign at any time by giving as Agent upon 30 days' written notice thereof to the Banks and Borrower and may be removed at any time with or without cause by the BorrowerMajority Banks. Upon any such resignationresignation or removal, the Required Majority Banks shall have the right to appoint a successor AgentAgent which, if such successor Agent is not a Bank, is approved by Borrower (which shall approval will not be reasonably satisfactory to the Borrowerunreasonably withheld). If no successor Agent shall have been so appointed by the Required Majority Banks (and, if not a Bank, approved by Borrower), and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 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.

Successor Agent. The Agent may resign at any time by giving ------------------- written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor AgentAgent which, which so long as no Default shall have occurred and be continuing, shall be reasonably satisfactory subject to the Borrower's approval, which approval shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower50,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent Agent, upon appointment of such successor Agent, shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor AgentAgent with, so long as no Event of Default has occurred and is continuing, the consent of the Borrower, which consent shall not be reasonably satisfactory to the Borrowerunreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's ’s giving of notice of resignationresignation or the Required ▇▇▇▇▇▇▇’ removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon ▇▇▇▇▇▇▇▇▇ succeed to and become CHAR1\1986393v3 vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed at any time with or without cause by the Required Lenders. Upon any such resignationresignation or removal, the Required Banks Lenders shall have the right to appoint a successor Agent, which provided that the appointment of any such successor Agent shall be reasonably satisfactory subject to the Borrowerconsent of the Borrower (not to be unreasonably withheld or delayed) so long as no Event of Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks other members of the Bank Group and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal, the Required Majority Banks shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Majority Banks, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement, subject to the requirement that such retiring Agent will execute such documents and take such actions as may be necessary or desirable to cause the successor Agent to be vested with all such rights, powers, privileges and duties. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. All reasonable costs and expenses incurred by the Bank Group in connection with HOU04:37909.7 any amendments or other documentation required by this Section 8.07 shall be paid by the Borrower pursuant to Section 9.04 hereof.

Successor Agent. The Agent may resign at any time as Agent under the Loan Documents by giving not less than 30 days' written notice thereof to the Banks Lenders and the BorrowerBorrower and may be removed as Agent under the Loan Documents at any time with or without cause by the Majority Lenders. Upon any such resignationresignation or removal, the Required Banks Majority Lenders shall have the right to appoint a successor AgentAgent under the Loan Documents; PROVIDED, which HOWEVER, that such successor Agent shall be reasonably satisfactory acceptable to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Majority Lenders, and shall have accepted such appointment, within 30 45 days after the retiring Agent's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower50,000,000. Upon the acceptance of any appointment as Agent hereunder under the Loan Documents 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 Agreementthe Loan Documents. After any retiring Agent's resignation hereunder or removal as AgentAgent under the Loan Documents, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.this

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks and the BorrowerBorrower and may be removed at any time with or without cause with the written approval of the Required Banks. Upon any such resignationresignation or removal, the Required Banks shall have the right to appoint a successor AgentAgent with the consent of the Borrower, which shall not be reasonably satisfactory to the Borrowerunreasonably withheld. If no successor Agent shall have has been so appointed by the Required Banks Banks, and shall have has accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor AgentAgent with the consent of the Borrower (which shall not be unreasonably withheld), which successor Agent shall be a commercial bank organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of a at least five hundred million dollars ($100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Letter of Credit Document and the other Operative Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks and the Borrower. Upon any such resignation, the Required Banks shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.. xlii

Successor Agent. The Either Agent may resign at any time subject to the appointment of a successor Agent by giving written notice thereof to the Banks and the Borrower. Upon any such resignation, the Required Banks shall have the right to appoint a successor AgentAgent with the consent of the Borrower, which consent shall not be unreasonably withheld or delayed; provided that no such consent shall be reasonably satisfactory to required if the Borrowersuccessor Agent is a Bank. If no successor Agent shall have been so appointed by the Required Banks appointed, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, and without the Borrower's consent, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower1,000,000,000. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgent.

Successor Agent. The Either Agent may resign at any time subject to the appointment of a successor Agent by giving written notice thereof to the Banks and the Borrower. Upon any such resignation, the Required Banks shall have the right to appoint a successor AgentAgent with the consent of the Borrower, which consent shall not be unreasonably withheld or delayed; PROVIDED that no such consent shall be reasonably satisfactory to required if the Borrowersuccessor Agent is a Bank. If no successor Agent shall have been so appointed by the Required Banks appointed, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, and without the Borrower's consent, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower1,000,000,000. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgent.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks other members of the Bank Group and the BorrowerBorrower and may be removed at any time with or without cause by the Majority Banks. Upon any such resignationresignation or removal, the Required Majority Banks shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Majority Banks, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's ’s giving of notice of resignationresignation or the Majority Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement, subject to the requirement that such retiring Agent will execute such documents and take such actions as may be necessary or desirable to cause the successor Agent to be vested with all such rights, powers, privileges and duties. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Section 8 Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. All costs and expenses incurred by the Bank Group in connection with any amendments or other documentation required by this Section 8.07 shall be paid by the Borrower pursuant to Section 9.04 hereof.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerBorrowers. Upon any such resignation, the Required Banks Lenders shall have the right to appoint a successor Agent, Agent which shall be reasonably satisfactory acceptable to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank or financial institution organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of a at least Five Hundred Million Dollars ($100,000,000, 500,000,000) and which shall be reasonably satisfactory acceptable to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgreement and the other Loan Documents.

Successor Agent. The Agent may resign at any time by giving written notice thereof to each Bank Investor, the Banks Company and the BorrowerTransferor and may be removed at any time with cause by the Majority Investors. Upon any such resignationresignation or removal, (i) if no Termination Event shall have occurred, the Required Banks Transferor 0104420.05-01S7a 92 shall appoint a successor Agent and (ii) if a Termination Event shall have occurred, the right to Company and the Majority Investors shall appoint a successor Agent. The Transfer- or and the Company and each Bank Investor, which as applicable, each agrees that it shall be reasonably satisfactory to not unreasonably withhold or delay its approval of the Borrowerappointment of a successor Agent. If no such successor Agent shall have been so appointed by the Required Banks appointed, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Majority Investors' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksCompany and the Bank Investors, appoint a successor Agent, Agent which successor Agent shall be either (i) a commercial bank organized under the laws of the United States of America or of any State state thereof and having have a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower50,000,000 or (ii) an Affiliate of such a bank. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article IX 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.

Successor Agent. The Agent may resign at any time by giving written notice thereof to Lenders and Borrower and may be removed at any time with or without cause by the Banks and the BorrowerMajority Lenders. Upon any such resignationresignation or removal, the Required Banks Majority Lenders shall have the right to appoint a successor AgentAgent with the prior consent of Borrower, which consent shall not be reasonably satisfactory to unreasonably withheld or delayed, provided that such consent of the BorrowerBorrower shall not be required at any time an Event of Default exists. If no successor Agent shall have been so appointed by the Required Banks Majority Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank Lender organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article 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.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the Borrower. Upon any such resignation, the Required Banks Lenders shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Lenders and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation, the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a least $100,000,000, which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may not resign at any time by giving as Agent under this Agreement without the prior written notice thereof to consent of the Banks and the BorrowerObligors. Upon any such resignation, the Required Banks Majority Lenders shall have the right to appoint a successor AgentAgent hereunder with the approval of the Obligors, which shall not be reasonably satisfactory to the Borrowerunreasonably withheld. If no successor Agent shall have been so appointed by the Required Banks Majority Lenders and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor AgentAgent with the approval of the Obligors, which shall not be unreasonably withheld, which shall be a commercial bank organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder under this Agreement 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 AgreementAgreement arising from and after the date of resignation. After any retiring Agent's resignation hereunder as AgentAgent under this Agreement, the provisions of this Section 8 Article 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.

Successor Agent. The Agent may resign at any time by giving written notice thereof to Lenders and Borrowers and may be removed at any time with or without cause by the Banks and the BorrowerMajority Lenders. Upon any such resignationresignation or removal, the Required Banks Majority Lenders shall have the right to appoint a successor AgentAgent with the prior consent of Borrowers, which consent shall not be reasonably satisfactory to unreasonably withheld, conditioned, or delayed, provided that such consent of the BorrowerBorrowers shall not be required at any time an Event of Default exists and continues. If no successor Agent shall have been so appointed by the Required Banks Majority Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's ’s giving of notice of resignationresignation or the Majority Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank Lender organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least One-Hundred Million Dollars ($100,000,000, which shall be reasonably satisfactory to the Borrower). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Section 8 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.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks and the BorrowerBorrower and may be removed at any time with or without cause with the written approval of the Required Banks. Upon any such resignationresignation or removal, the Required Banks shall have the right to appoint a successor AgentAgent with the consent of the Borrower, which shall not be reasonably satisfactory to the Borrowerunreasonably withheld. If no successor Agent shall have has been so appointed by the Required Banks Banks, and shall have has accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor AgentAgent with the consent of the Borrower (which shall not be unreasonably withheld), which successor Agent shall be a commercial bank organized under the laws of the United States of America or of any State state thereof and having a combined capital and surplus of a at least five hundred million dollars ($100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementthe Transaction Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section Article 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent agent under this Agreement.

Successor Agent. The Agent may resign give written notice of resignation at any time by giving written notice thereof to the Banks Purchasers and the BorrowerSeller which resignation shall not be effective until at least 30 days thereafter and the Agent may be removed at any time with cause by the Required Purchasers. Upon any such resignationnotice of resignation or removal, the Required Banks Purchasers shall have the right to appoint a successor Agent, which shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Banks Purchasers and shall have accepted such appointment, appointment within 30 days after the retiring Agent's giving of notice of resignation, resignation or the removal of the retiring Agent mayby the Required Purchasers, then the retiring Agent may on behalf of the BanksPurchasers, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof state thereof, or any affiliate of such bank, and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. Until the acceptance by such a successor Agent, the retiring Agent shall continue as "Agent" hereunder. After any retiring Agent's resignation or removal hereunder as AgentAgent shall become effective, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks and the BorrowerCompany and may be removed at any time with or without cause by the Required Banks. Upon any such resignationresignation or removal, the Required Banks shall have the right to appoint a successor AgentAgent which, if such successor Agent is not a Bank, is approved by the Company (which shall approval will not be reasonably satisfactory to the Borrowerunreasonably withheld). If no successor Agent shall have been so appointed by the Required Banks (and, if not a Bank, approved by the Company), and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of a at least $100,000,000, which shall be reasonably satisfactory to the Borrower500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this AgreementAgreement and the other Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Section 8 Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks Lenders and the BorrowerFunds Administrator (or immediately without notice to any Person upon exercise of the purchase options contained in the Second Lien Intercreditor Agreement). Upon any such resignation, the Required Banks Lenders shall have the right to appoint a successor Agent; provided that, so long as no Default or Event of Default exists, the Required Lenders shall obtain the consent of the Funds Administrator (which consent shall not be reasonably satisfactory unreasonably withheld or delayed) prior to the Borrowerappointing any such successor agent. If no successor Agent shall have been so appointed by the Required Banks Lenders, and shall have accepted such appointment, within 30 thirty (30) days after the retiring Agent's giving of Agent gives notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a commercial bank an institution organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus thereof; provided that, so long as no Default or Event of a least $100,000,000Default exists, the Required Lenders shall obtain the consent of the Funds Administrator (which consent shall not be reasonably satisfactory unreasonably withheld or delayed) prior to the Borrowerappointing any such successor agent. Upon the acceptance of any its appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreementhereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 8 Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this AgreementAgent.