Common use of Resignation of Agent Clause in Contracts

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying the Lenders and the Principal Companies. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal Companies, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, which institution shall be a bank with an office in Los Angeles, California or New York, New York, with a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by notifying giving twenty (20) days prior written notice thereof to the Lenders Secured Parties and the Principal CompaniesDebtor. Upon any such resignation, the Required Lenders Secured Parties shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtor. If no successor Agent shall have been so appointed by the Required Lenders Secured Parties and shall have accepted such appointment within 30 fifteen (15) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the LendersSecured Parties, appoint a successor Agent. If no such successor can be found or appointed, which institution shall a successor Agent may be a bank with an office in Los Angelesappointed, California upon application of the retiring Agent or New Yorkany Secured Party, New York, with a combined capital and surplus by any court of at least $500,000,000competent jurisdiction. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by notifying giving thirty (30) days’ prior written notice thereof to the Lenders and the Principal CompaniesBorrowers. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent which shall be reasonably acceptable to the Borrowers and shall be a financial institution having a combined capital and surplus in excess of $1,000,000,000. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, Agent which institution shall be reasonably acceptable to the Borrowers and shall be a bank with an office in Los Angeles, California or New York, New York, with financial institution having a combined capital and surplus in excess of at least $500,000,0001,000,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the any retiring Agent’s resignation hereunderresignation, the provisions of this Section Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying the Lenders and the Principal CompaniesBorrowers. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal CompaniesBorrowers, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, upon not less than ten days’ ' notice, on behalf of the Lenders, appoint a successor Agent, which institution shall be a bank with an office in Los Angeles, California or New York, New York, with a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrowers and such successor. After the Agent’s 's resignation hereunder, the provisions of this Section Article 12 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying giving notice thereof to the Lenders and the Principal CompaniesDRC. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal Companies, to appoint a successorsuccessor Agent which shall be reasonably satisfactory to DRC. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, Agent which institution shall be a bank with an office in Los Angeles, California or New York, New York, with Lender which has a combined capital and surplus of at least $500,000,000500,000,000 and which shall be reasonably satisfactory to DRC. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring Agent’s 's resignation hereunderhereunder as Agent, the provisions of this Section 12 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by notifying giving twenty (20) days prior written notice thereof to the Lenders Secured Parties and the Principal CompaniesDebtor. Upon any such resignation, the Required Lenders Secured Parties shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to the Debtor. If no successor Agent shall have been so appointed by the Required Lenders Secured Parties and shall have accepted such appointment within 30 fifteen (15) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the LendersSecured Parties, appoint a successor Agent. If no such successor can be found or appointed, which institution shall a successor Agent may be a bank with an office in Los Angelesappointed, California upon application of the retiring Agent or New Yorkany Secured Party, New York, with a combined capital and surplus by any court of at least $500,000,000competent jurisdiction. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying giving notice thereof to the Lenders and the Principal CompaniesLenders. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent, which Agent shall be reasonably acceptable to Borrower. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, which institution shall be a bank with an office in Los Angeles, California or New York, New York, with having a combined capital capital, surplus and surplus retained earnings of at least not less than U.S. $500,000,000500,000,000 and which shall be reasonably acceptable to Borrower; provided, however, that Borrower shall have no right to approve a successor Agent which is a Lender if an Event of Default has occurred and is continuing. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same After any retiring Agent's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided belowin this Section 12.06, the Agent may resign at any time by notifying the Lenders and the Principal CompaniesBorrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal CompaniesBorrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, which institution shall be a bank with an office in Los Angeles, California or New York, New York, with a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as the Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrower and such successor. After the Agent’s resignation hereunder, the provisions of this Article XII and Section 13.03 shall continue in effect for the benefit of such retiring Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying the Lenders Holders and the Principal CompaniesCompany. Upon any such resignation, the Required Lenders Holders shall have the right, in consultation with the Principal Companies, right to appoint a successor. If no successor shall have been so appointed by the Required Lenders Holders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the LendersHolders, appoint a successor Agent, which institution shall be a bank with an office in Los Angeles, California or New York, New York, with a combined capital and surplus of at least $500,000,00050,000,000. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Issuer and such successor. After the Agent’s resignation hereunder, the provisions of this Section shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the either Agent may resign at any time by notifying 10 days' prior written notice to the Lenders Lenders, the Issuing Bank and the Principal CompaniesBorrowers. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal CompaniesBorrowers, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent, Agent which institution shall be a bank with an office in Los AngelesToronto, California Ontario, or New York, New York, with a combined capital and surplus an Affiliate of at least $500,000,000any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company Borrowers and such successor. After the an Agent’s 's resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying giving written notice thereof to the Lenders Banks and the Principal CompaniesBorrower. Upon any such resignation, the Required Lenders Banks shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent which shall have an office in New York State and shall be subject to the reasonable approval of the Borrower. If no successor Agent shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the LendersBanks, appoint a successor Agent, which institution shall be a bank with which has an office in Los Angeles, California or New York, New York. The Required Banks or the retiring Agent, with as the case may be, shall upon the appointment of a combined capital Successor Agent promptly so notify the Borrower, the Guarantors and surplus of at least $500,000,000the other Banks. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same After any retiring Agent's resignation as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section Article 7 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by notifying giving 30 days prior written notice thereof to the Lenders and the Principal CompaniesBorrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent which shall be reasonably acceptable to the Borrower and shall be a financial institution having a combined capital and surplus in excess of $150,000,000. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, Agent which institution shall be reasonably acceptable to the Borrower and shall be a bank with an office in Los Angeles, California or New York, New York, with financial institution having a combined capital and surplus in excess of at least $500,000,000150,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the any retiring Agent’s resignation hereunderresignation, the provisions of this Section Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any upon giving notice thereof to the Lenders; provided, however, that such resignation shall not be effective until such time by notifying as the Lenders successor Agent is in place and the Principal Companiesshall deliver written notice of such appointment to Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, Lenders appoint a successor Agent, which institution that shall be a bank with an office in Los Angeles, California or New York, New York, with a combined capital and surplus of at least $500,000,000sophisticated financial institution. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the any retiring Agent’s resignation hereunderhereunder as Agent, the provisions of this Section Article 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the each Agent may resign at any time by notifying giving notice thereof to the Lenders Lenders, the other Agents and the Principal CompaniesBorrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor to such Agent, subject to the consent of the Borrower, only if no Event of Default is in existence, which consent shall not be unreasonably withheld or delayed. If no successor to such Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, which institution . Any successor Agent shall be a Lender hereunder or other bank with an office in Los Angeles, California or New York, New York, with financial institution which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as an Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same After any retiring Agent's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section ARTICLE 7 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agentthe Agent hereunder.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by notifying giving notice thereof to the Lenders and the Principal CompaniesBorrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent meeting the requirements set forth herein. The Borrower shall have the right to approve such Agent so long as no Default or Event of Default exist. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, Agent which institution shall be a commercial bank with an office in Los Angeles, California or New York, New York, with a organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same After any retiring Agent's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section Article XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying the giving notice thereof to Lenders and the Principal CompaniesBorrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by Lenders, and the Required Lenders and shall have appointment accepted by such appointment successor Agent within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint (without the consent of Borrower) a successor Agent, which institution Agent that shall be a bank with an office in Los Angelesbank, California commercial finance company or New York, New York, with a combined capital and surplus of at least $500,000,000other financial institution. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent in accordance with the terms hereof, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same After any retiring Agent's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section 12 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any upon giving notice thereof to the Lenders; provided, however, that such resignation shall not be effective until such time by notifying as the Lenders successor Agent is in place and shall deliver written notice of such appointment to the Principal CompaniesBorrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, Lenders appoint a successor Agent, which institution that shall be a bank with an office in Los Angeles, California or New York, New York, with a combined capital and surplus of at least $500,000,000sophisticated financial institution. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same After any retiring Agent's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying the giving fifteen (15) days notice thereof to Lenders and the Principal CompaniesBorrowers. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent with the consent of Borrower, which consent shall not be unreasonably withheld, conditioned or delayed. If no successor Agent shall have been so appointed by Lenders, and/or so consented to by Borrowers and the Required Lenders and shall have appointment accepted by such appointment successor Agent within 30 fifteen (15) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint (without the consent of Borrowers or Guarantors) a successor Agent, which institution Agent that shall be a bank with bank, commercial finance company or other financial institution that shall have an office located in Los Angeles, California or New York, New York, with a combined capital and surplus the continental United States of at least $500,000,000America. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent in accordance with the terms hereof, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same After any retiring Agent's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section 12 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying giving notice thereof to the Lenders and the Principal CompaniesLenders. Upon any such resignation, the Required Majority Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent, which, provided that no Event of Default has occurred and is continuing, shall be reasonably acceptable to Borrower. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, which institution (a) shall be a bank with an office in Los Angeles, California or New York, New York, with having a combined capital capital, surplus and surplus retained earnings of at least not less than U.S. $500,000,000500,000,000 and (b) provided that no Event of Default has occurred and is continuing, shall be reasonably acceptable to Borrower. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the any retiring Agent’s resignation hereunderas Agent, the provisions of this Section VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by notifying giving notice thereof to the Lenders and the Principal CompaniesBorrowers. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent meeting the requirements set forth herein. The Borrowers shall have the right to approve such Agent so long as no Default or Event of Default exist. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, Agent which institution shall be a commercial bank with an office in Los Angeles, California or New York, New York, with a organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the any retiring Agent’s resignation hereunderhereunder as Agent, the provisions of this Section Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying giving forty-five (45) days’ notice thereof to the Lenders Agent, the Banks and the Principal CompaniesBorrower. Upon any such resignation, the Required Lenders Majority Banks shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor to the resigning Agent. If no successor shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 30 forty-five (45) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring resigning Agent may, upon not less than ten days’ notice, on behalf of the LendersBanks, appoint a successor Agent, which institution shall be a bank with an office in Los Angelesand which has capital, California or New York, New York, with a combined capital surplus and surplus undivided profits of at least $500,000,000. Upon the acceptance of its any appointment as the Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent resigning Agent, and the retiring resigning Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the resigning Agent’s resignation hereunder, the provisions of this Section 10 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by notifying giving notice thereof to the Lenders and the Principal CompaniesBorrower, such resignation being effective upon acceptance by a successor Agent of appointment. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent from the Lenders party hereto meeting the requirements set forth herein. The Borrower shall have the right to approve such Agent so long as no Default or Event of Default exist. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, Agent which institution shall be a commercial bank with an office in Los Angeles, California or New York, New York, with a organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same After any retiring Agent's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section Article XII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying the Lenders and the Principal CompaniesCompany. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal CompaniesCompany, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, which institution shall be a bank with an office in Los Angeles, California or New York, New York, with a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section 17 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying the Lenders and the Principal Companies. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal Companies, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, which institution shall be a bank with an office in Los Angeles, California or New York, New York, with a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.. Second Amended & Restated Credit Agreement

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying the giving notice thereof to Lenders and the Principal CompaniesBorrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent with the consent of Borrower, which consent shall not be unreasonably withheld, conditioned or delayed. If no successor Agent shall have been so appointed by the Required Lenders Lenders, and/or so consented to by Borrower and shall have the appointment accepted by such appointment successor Agent within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint (without the consent of Borrower) a successor Agent, which institution Agent that shall be a bank with an office in Los Angelesbank, California commercial finance company or New York, New York, with a combined capital and surplus of at least $500,000,000other financial institution. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent in accordance with the terms hereof, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same After any retiring Agent's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section 13 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by notifying giving notice thereof to the Lenders and the Principal CompaniesBorrowers. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent meeting the requirements set forth herein. The Borrowers shall have the right to approve such Agent so long as no Default or Event of Default exist. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, Agent which institution shall be a commercial bank with an office in Los Angeles, California or New York, New York, with a organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same After any retiring Agent's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section Article XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by notifying giving 30 days prior written notice thereof to the Lenders and the Principal CompaniesBorrowers. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent which shall be reasonably acceptable to the Borrowers, and shall be a financial institution having a combined capital and surplus in excess of $1,000,000,000. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, Agent which institution shall be reasonably acceptable to the Borrowers and shall be a bank with an office in Los Angeles, California or New York, New York, with financial institution having a combined capital and surplus in excess of at least $500,000,0001,000,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and prospective obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the any retiring Agent’s resignation hereunder's resignation, the provisions of this Section Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying giving notice thereof to the Lenders and the Principal CompaniesBorrower. Upon any such resignation, resignation the Required Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent, subject to the consent of the Borrower, if no Event of Default is in existence, which consent shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the LendersLenders and after consultation with the Borrower, appoint a successor Agent, which institution . Any successor Agent shall be a Lender hereunder or other bank with an office in Los Angeles, California or New York, New York, with financial institution which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same After any retiring Agent's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section ARTICLE 7 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agentthe Agent hereunder.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying the Lenders and the Principal CompaniesCompany. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal CompaniesCompany, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, which institution shall be a bank with an office in Los Angeles, California or New York, New York, with a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided belowin this Section 12.08, the Agent may resign at any time by notifying the Lenders and the Principal CompaniesCompany. Upon any such resignation, the Required Lenders shall have the rightright to appoint a successor; provided, however, that for so long as an Event of Default shall not have occurred and be continuing, such appointment shall be made in consultation with the Principal Companies, to appoint a successorCompany. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring resigning Agent gives notice of its resignation, then the retiring resigning Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, Agent which institution shall be a bank with an office in Los Angeles, California or New York, New York, with a combined capital and surplus or an Affiliate of at least $500,000,000any such bank. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent resigning Agent, and the retiring resigning Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s 's resignation hereunder, the provisions of this Article and Section 13.03 shall continue in effect for its the benefit of such resigning Agent in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by notifying giving sixty (60) days prior written notice thereof to the Lenders and the Principal CompaniesICT. Upon any such resignation, the Required Majority Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent. Unless a Default or Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to ICT. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, which institution shall be a bank with an office in Los Angeles, California financial institution having a rating of not less than A or New York, New York, with a combined capital and surplus of at least $500,000,000its equivalent by Standard & Poor's Corporation. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the any retiring Agent’s resignation hereunder's resignation, the provisions of this Section Credit Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject The Agent may resign as the Agent upon thirty (30) days notice to the Lenders, and such resignation shall be effective on the earlier of (a) the appointment and acceptance of a successor Agent as provided belowby the Lenders or (b) the date on which such thirty (30)-day period expires (except that in the case of any collateral security held by the Agent, the Agent may resign at any shall continue to hold such collateral security until such time by notifying as a successor is appointed). If the Agent provides the Lenders and the Principal Companies. Upon any such resignationwith notice of its intention to resign as Agent, the Required Lenders shall have the right, in consultation with the Principal Companies, agree to appoint a successor. If no successor to the Agent as promptly as possible thereafter (which successor to the Agent if other than a Lender shall have been so appointed by be subject to the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf reasonable satisfaction of the LendersCompany so long as no Default or Event of Default exists), appoint a successor Agent, which institution shall be a bank with an office in Los Angeles, California or New York, New York, with a combined capital and surplus of at least $500,000,000. Upon the acceptance of its appointment as Agent hereunder by a successor, whereupon such successor shall succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring (or retired) Agent Agent, and the retiring term “Agent” shall mean such successor effective upon its appointment. Upon the effective date of an Agent’s resignation, such Agent’s rights, powers and duties as Agent hereunder immediately shall be discharged from its duties and obligations hereunder. The fees payable by terminate, without any other or further act or deed on the Company part of such former Agent or any of the parties to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successorthis Financing Agreement. After the an Agent’s resignation hereunder, the provisions of this Section 14 shall continue in effect for its to inure to such Agent’s benefit in respect of as to any actions taken or omitted to be not taken by it such Agent while it was acting as the Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by notifying giving notice thereof to the Lenders and the Principal CompaniesBorrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent meeting the requirements set forth herein. The Borrower shall have the right to approve such Agent so long as no Default or Event of Default exist. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, Agent which institution shall be a commercial bank with an office in Los Angeles, California or New York, New York, with a organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, privileges discretion, privileges, and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same After any retiring Agent's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section Article X shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying giving written notice thereof to the Lenders Banks and the Principal CompaniesBorrower; provided that the Borrower and the other Banks shall be promptly notified thereof. Upon any such resignation, the Required Lenders Banks shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the LendersBanks, appoint a successor Agent. The Required Banks or the retiring Agent, which institution as the case may be, shall be upon the appointment of a bank with an office in Los Angeles, California or New York, New York, with a combined capital successor Agent promptly so notify the Borrower and surplus of at least $500,000,000the other Banks. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company hereunder and such successorany other Loan Document. After the any retiring Agent’s resignation hereunderhereunder as Agent, the provisions of this Section Article 10 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by notifying giving ----------- -- ----- sixty (60) days prior written notice thereof to the Lenders Banks and the Principal CompaniesBorrowers. Upon any such resignation, the Required Lenders Banks shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent with the consent of the Borrowers, such consent not to be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the LendersBanks, appoint a successor Agent, which institution shall be a bank with an office in Los Angeles, California or New York, New York, with financial institution having a combined capital and surplus in excess of at least $500,000,000150,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the any retiring Agent’s resignation hereunder's resignation, the provisions of this Section Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Any new Agent appointed pursuant to this (S)14.7 shall immediately issue new Letters of Credit in place of Letters of Credit previously issued by the Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any upon giving notice thereof to the Lenders; provided, however, that such resignation shall not be effective until such time by notifying as the Lenders successor Agent is in place and the Principal Companiesshall deliver written notice of such appointment to Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, Lenders appoint a successor Agent, which institution that shall be a bank with an office in Los Angeles, California or New York, New York, with a combined capital and surplus of at least $500,000,000sophisticated financial institution. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the any retiring Agent’s resignation hereunderhereunder as Agent, the provisions of this Section Article XII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying giving notice thereof to the Lenders and the Principal CompaniesBorrowers. Upon any such resignation, resignation the Required 101 Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent, subject to the consent of the Borrowers, if no Event of Default is in existence, which consent shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives Agent's notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the LendersLenders and after consultation with the Borrowers, appoint a successor Agent, which institution . Any successor Agent shall be a Lender hereunder or other bank with an office in Los Angeles, California or New York, New York, with financial institution which has a combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same After any retiring Agent's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section ARTICLE 7 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agentthe Agent hereunder.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by notifying giving notice thereof to the Lenders and the Principal CompaniesLenders. Upon any such resignation, the Required Majority Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent, which, provided that no Event of Default has occurred and is continuing, shall be reasonably acceptable to Borrower. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent’s giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, which institution (a) shall be a bank with an office in Los Angeles, California or New York, New York, with having a combined capital capital, surplus and surplus retained earnings of at least not less than U.S. $500,000,000500,000,000.00 and (b) provided that no Event of Default has occurred and is continuing, shall be reasonably acceptable to Borrower. Upon the acceptance of its any appointment as Agent hereunder by a successorsuccessor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the any retiring Agent’s resignation hereunderas Agent, the provisions of this Section VII shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by notifying giving notice thereof to the Lenders and the Principal CompaniesBorrowers. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Principal Companies, right to appoint a successorsuccessor Agent meeting the requirements set forth herein. The Borrowers shall have the right to approve such Agent so long as no Default or Event of Default exist. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent gives Agent's giving of notice of its resignation, then the retiring Agent may, upon not less than ten days’ notice, on behalf of the Lenders, appoint a successor Agent, Agent which institution shall be a commercial bank with an office in Los Angeles, California or New York, New York, with a organized under the laws of the United States of America having combined capital and surplus of at least $500,000,000. Upon the acceptance of its any appointment as Agent hereunder by a successor, such successor shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring (or retired) Agent Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same After any retiring Agent's resignation hereunder as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the Agent’s resignation hereunder, the provisions of this Section Article XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.