Common use of Resignation or Removal of Agent Clause in Contracts

Resignation or Removal of Agent. 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 Lenders and the Borrowers, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor 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's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 Lenders and the BorrowersBanks, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent, which Agent shall be reasonably acceptable to Borrower. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBank Parties, appoint a successor Agent, which shall be (a) a bank which has an office in the United States. The Required Lenders or the retiring Agenthaving a combined capital, as the case may besurplus and retained earnings of not less than U.S. $250,000,000 and (b) shall be reasonably acceptable to Borrower; provided, however, that Borrower shall upon the appointment of have no right to approve a successor Agent promptly so notify the Borrower which is a Bank if an Event of Default has occurred and the other Lendersis continuing. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided belowin this Section 11.06, the Agent may resign at any time by giving written notice thereof to notifying the Lenders Lenders, each Issuing Bank and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required Majority Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Majority Lenders shall have the right right, in consultation with the Borrower, to appoint a successor Agentsuccessor. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of Agent gives notice of its resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLenders and each Issuing Bank, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. 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 hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Agent's ’s resignation or removal hereunder as Agenthereunder, the provisions of this Article 11 XI and Section 12.03 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 the Agent.

Resignation or Removal of Agent. 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 Lenders Banks and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required LendersBanks; provided that the Borrowers Borrower and the other Lenders Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank which has an office in the United StatesNew York, New York or Boston, Massachusetts. The Required Lenders Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other LendersBanks. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time after consultation with Xx. Xxxxxx by giving written notice thereof to the Lenders Banks and the Borrowers, and the Agent may be removed at any time with or without cause by the Required LendersBanks; provided that the Borrowers and the other Lenders Banks shall be promptly notified thereof; provided, further, that, so long as the Commitment Percentage of [***] is less than or equal to [***]%, [***] may additionally be removed as Agent at any time with or without cause by the unanimous consent of the other Banks and, so long as no Event of Default is then continuing, the Borrowers. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint from among the Banks a successor AgentAgent and, so long as no Event of Default is then continuing, such appointment shall be subject to the approval by the Borrowers, which approval shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders Banks and, if applicable, approved by the Borrowers, and shall have accepted such appointment within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor AgentAgent and, so long as no Event of Default is then continuing, such successor Agent shall be subject to the approval by the Borrowers, which approval shall not be a bank which has an office in the United Statesunreasonably withheld, delayed or conditioned. The Required Lenders Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower Borrowers and the other LendersBanks. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder from and after such date. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Borrowers and the BorrowersLenders, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which Agent, if not a Lender, shall be reasonably acceptable to Borrowers; provided, however, that Borrowers shall have no right to approve a successor Agent if a Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days of after the retiring Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent, which shall be a bank which has with an office in the United States. The Required Lenders New York, New York, or the retiring Agent, as the case may be, shall upon the appointment an Affiliate of a successor Agent promptly so notify the Borrower and the other Lendersany such 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, at which point (and not earlier) the retiring Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article 11 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 the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Lenders Banks and the Borrowers, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofCompany. Upon any such resignation or removalresignation, the Required Lenders Majority Banks, with the prior written consent of the Company (which consent shall not be unreasonably withheld), shall have the right to appoint a successor Agent; provided that no such consent of the Company shall be required if a Default or Event of Default has occurred and is then continuing. If no successor Agent shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders financial institution having a rating of not less than A or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower its equivalent by Standard and the other LendersPoor's. 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 both as Agent and Swing Line Bank (including without limitation the rights, powers, privileges and duties of the retiring Agent with respect to such Agent's commitment to issue Letters of Credit pursuant to 5), and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agentresignation, the provisions of this Article 11 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. In the Agentevent of a material breach of its duties hereunder, the Agent may be removed by the Banks for cause and the provisions of this 16.11 shall apply to the appointment of a successor.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided belowAgent, the Agent may (a) resign at any time anytime by giving thirty (30) days’ prior written notice thereof to the Lenders and the BorrowersBorrower, and the Agent may (b) be removed at any time with by Requisite Lenders (excluding from such calculation other than Agent in its capacity as a Lender) by giving written notice thereof to Agent and Borrower in the event that Agent performs its duties hereunder in a manner constituting gross negligence or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofwillful misconduct. Upon any such resignation or removal, the Required Requisite Lenders shall have the right to appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to Borrower. If no successor Agent shall have been so appointed by the Required Requisite Lenders and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentremoval, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank Lender or which has meets the requirements of an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other LendersEligible Assignee. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring prior Agent, and the retiring prior Agent shall be discharged from its duties and obligations hereunderas Agent under this Agreement and the other Loan Documents. After any retiring Agent's ’s resignation or removal hereunder as Agentremoval, the provisions of this Article 11 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 the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Lessee and the BorrowersParticipants, and the Agent may be removed at any time with or without cause by the Required LendersParticipants; provided provided, however, that Agent shall not resign and may not be removed without cause prior to the Borrowers and Commitment Termination Date without the other Lenders shall be promptly notified thereofconsent of Lessee unless a Change of Law makes it unlawful or unreasonably burdensome for Agent to continue to act in such capacity. Upon any such resignation or removal, the Required Lenders Participants shall have the right to appoint a successor Agent. If no successor Agent , which Agent, if not a Participant, shall be reasonably acceptable to Lessee; provided, however, that Lessee shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of no right to approve a successor Agent promptly so notify the Borrower if a Default has occurred and the other Lendersis continuing. 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 the duties and obligations thereafter arising hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section VI and any other provision of this Agreement or any other Operative Document which by its terms survives the termination of this 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 the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the either Agent may resign at any time by giving written notice thereof to the Lenders Loan Participants and the Borrowers, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBorrower. Upon any such resignation or removalof the Senior Agent, the Required Lenders Majority Senior Holders shall have the right to appoint a successor Senior Agent which shall be, so long as no Event of Default is continuing, reasonably acceptable to the Borrower, upon any such resignation of the Junior Agent, the Majority Junior Holders shall have the right to appoint a successor Junior Agent which shall be, so long as no Event of Default is continuing, reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed by the Required Lenders Majority Senior Holders or the Majority Junior Holders, as the case may be, and shall have accepted such appointment within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the LendersLoan Participants, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any the retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article 11 Section 14 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. The Borrower consents to any change in the Agentidentity of such Agent on the International Registry as a result of the appointment of a successor Agent pursuant to this Section 14(h), and if required by the International Registry to reflect such change, will provide its further consent thereto.

Resignation or Removal of Agent. 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 Lenders Banks and the Borrowers, Borrower and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor AgentAgent reasonably satisfactory to 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which . Any successor Agent shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the AgentAgent hereunder.

Resignation or Removal of Agent. 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 at least 30 Banking Days prior thereto to the Lenders Banks and the BorrowersBorrower, the Agent may be removed at any time with cause by the Required Banks and the Agent may be removed at any time with or without cause by the Required LendersBanks if with the prior written consent of the Borrower; provided that the Borrowers Borrower and the other Lenders Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank which has an office in the United StatesBank. The Required Lenders Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Successor Agent promptly so notify the Borrower and the other LendersBanks. 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. The retiring Agent shall execute all documents or instruments of assignment as shall be necessary to vest in the successor Agent all rights of the retiring Agent hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 at least ten Business Days prior thereto to the Lenders Banks and the Co-Borrowers, the Agent may be removed at any time with cause by the Required Banks and the Agent may be removed at any time with or without cause by the Required LendersBanks if with the prior written consent of the Co-Borrowers; provided that the Co-Borrowers and the other Lenders Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank which has an office in the United StatesBank. The Required Lenders Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower Co-Borrowers and the other LendersBanks. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 Lenders Banks and the Borrowers, Borrower and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent; provided, that, so long as no Event of Default shall have occurred and then be continuing, the Borrower shall have the right to consent to any successor Agent (which consent (x) in the case of any Bank being appointed successor Agent, shall not be unreasonably withheld, and (y) in the case of the appointment of any other Person as successor Agent, may be withheld in the discretion 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which . Any successor Agent shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the AgentAgent hereunder.

Resignation or Removal of Agent. 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 Lenders Banks and the Borrowers, Borrower and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent, subject to the consent of the Borrower (which shall not be unreasonably withheld or delayed), except that no such consent shall be required during the continuance of a Default. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, subject to the consent of the Borrower (which shall not be unreasonably withheld or delayed), except during the continuance of a Default. Any successor Agent shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the AgentAgent hereunder.

Resignation or Removal of Agent. 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 Lenders and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor AgentAgent reasonably acceptable to the Borrower. 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's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor AgentAgent reasonably acceptable to the Borrower; provided, however, that if an Event of Default has occurred which has not been waived or cured to the satisfaction of the Agent and the Required Lenders, the Borrower’s approval of a successor Agent shall not be required. Any successor Agent shall be a bank Lender which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment States with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $2,000,000,000. 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 hereunder. Such successor Agent shall promptly specify by notice to the Borrower and the Lenders its office for the purpose of any notices and payments hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article 11 Section 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 the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent Agent, as provided below, the Agent may resign at any time by giving written notice thereof to the Lenders Lending Parties and the Borrowers, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofCompany. Upon any such resignation or removalresignation, the Required Lenders Lending Parties shall have the right to appoint a successor Agent, which must be located in the United States of America. 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's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the LendersLending Parties, appoint a successor Agent, agent which shall must be a bank which has an office located in the United StatesStates of America. The Required Lenders Lending Parties or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent agent promptly so notify the Borrower and the other LendersCompany. Upon the acceptance of any appointment as Agent hereunder by a successor Agentagent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, Agent and the retiring Agent shall be discharged from its duties and obligations hereunder, except for any liability arising from gross negligence or willful misconduct prior to such discharge as determined by a court of competent jurisdiction in a final, nonappealable order. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article 11 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. Lender may, with cause, remove Agent as agent hereunder and appoint a successor Agent, which must be located in the AgentUnited States of America.

Resignation or Removal of Agent. 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 Lenders and the BorrowersBanks, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent, which Agent (if not a Bank) shall be reasonably acceptable to Borrower; PROVIDED, HOWEVER, that Borrower shall have no right to approve a successor Agent if a Default has occurred and is continuing. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank having a combined capital, surplus and retained earnings of not less than U.S. $500,000,000 and which has an office in the United States. The Required Lenders or the retiring Agentsuccessor Agent (if not a Bank) shall be reasonably acceptable to Borrower; PROVIDED, as the case may beHOWEVER, that Borrower shall upon the appointment of have no right to approve a successor Agent promptly so notify the Borrower if a Default has occurred and the other Lendersis continuing. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder for matters arising after such acceptance. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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.this

Resignation or Removal of Agent. 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 Lenders Banks and the Borrowers, Borrower and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks, with the prior written consent of the Borrower (which shall not be unreasonably withheld or delayed) shall have the right to appoint a successor Agent. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, with the prior written consent of the Borrower (which shall not be unreasonably withheld or delayed), on behalf of the LendersBanks, appoint a successor Agent, which . Any successor Agent shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the AgentAgent hereunder.

Resignation or Removal of Agent. 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 at least ten Business Days prior thereto to the Lenders Banks and the Co-Borrowers, the Agent may be removed at any time with cause by the Required Banks and the Agent may be removed at any time with or without cause by the Required LendersBanks if with the prior written consent of the Co-Borrowers; provided that the Co-Borrowers and the other Lenders Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank which has an office in the United StatesBank. The Required Lenders Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower Co-Borrowers and the other LendersBanks. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 8 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 or Removal of Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided below, the Administrative Agent may resign at any time by giving not less than 30 days’ prior written notice thereof to the Lenders and the Borrowers, Borrower and the Administrative Agent may be removed at any time with or without cause by the Required Lenders; provided that Lenders subject to the Borrowers approval (not to be unreasonably withheld or delayed) of the Borrower (unless an Event of Default has occurred and the other Lenders shall be promptly notified thereofis continuing). Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, after consultation with the Borrower, appoint a successor Agent, Administrative Agent which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $100,000,000. Upon the acceptance of any 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 and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's ’s resignation or removal hereunder as Administrative Agent, the provisions of this Article 11 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 the Administrative Agent.

Resignation or Removal of Agent. Subject The Agent may, by written notice to the appointment Holders, at any time resign its agency under this Section 13. The Required Holders may remove the Agent by written notice to the Agent. No such resignation or removal shall become effective, unless and acceptance of until a successor Agent as provided belowunder this Agreement is appointed and has accepted the appointment, the with such successor Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers, and the Agent may be removed at any time with or without cause appointed by the Required LendersHolders; provided provided, however, that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If 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's giving of notice of resignation or after notice to the Required Lenders' removal retiring Agent of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent's removal, as the case may be, shall upon then the appointment retiring Agent may apply to any court of competent jurisdiction, at the expense of the Holders, to appoint a successor Agent promptly so notify to act until such time as a successor shall have been appointed by the Borrower and the other LendersHolders. 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 any further duties and obligations hereunderunder this Agreement except the duty to execute and deliver any documents necessary to vest or confirm the vesting of such rights, powers, privileges, and duties in such successor Agent and to deliver possession of any Collateral in the possession of such retiring Agent to such successor Agent. After any the retiring Agent's resignation or removal hereunder as Agent, each reference herein to a place for giving of notice or deliveries to the provisions Agent shall be deemed to refer to the principal office of this Article 11 shall continue in effect for its benefit in respect the successor Agent or such other office of any actions taken or omitted the successor Agent as it may specify to be taken by it while it was acting as the Agenteach party hereto.

Resignation or Removal of Agent. 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 Lenders Banks and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required LendersBanks; provided that the Borrowers Borrower and the other Lenders Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank which has an office in the United StatesNew York, New York. The Required Lenders Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other LendersBanks. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Borrower and the BorrowersLenders, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which Agent, if not a Lender, shall be reasonably acceptable to Borrower; provided, however, that Borrower shall have no right to approve a successor Agent if a Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days of after the retiring Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent, which shall be a bank which has with an office in the United States. The Required Lenders New York, New York, or the retiring Agent, as the case may be, shall upon the appointment an Affiliate of a successor Agent promptly so notify the Borrower and the other Lendersany such 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, at which point (and not earlier) the retiring Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article 11 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 the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the any Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers, and the any Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor AgentAgent reasonably acceptable to the Borrowers. 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's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the applicable Lenders, appoint a successor AgentAgent reasonably acceptable to the Borrowers; provided, however, that if an Event of Default has occurred which has not been waived or cured to the satisfaction of the Administrative Agent and the Required Lenders, the Borrowers’ approval of a successor Agent shall not be required. Any successor Agent shall be a bank Lender which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment States with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $2,000,000,000. 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, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. Such successor Agent shall promptly specify by notice to the Borrowers and the Lenders its office for the purpose of any notices and payments hereunder. After any retiring Agent's ’s resignation or removal hereunder as an Agent, the provisions of this Article 11 Section 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 the Applicable Agent.

Resignation or Removal of Agent. 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 Lenders Banks, the Borrower and the Borrowerseach Guarantor, and the Agent may be removed at any time with or without cause by the Required LendersBanks; provided that the Borrowers Borrower, each Guarantor and the other Lenders Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent, which, unless an Event of Default shall have occurred and be continuing, shall be reasonably acceptable to the Borrower. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank which has an office in New York, New York and assets in an amount not less than One Billion ($1,000,000,000) Dollars, which, unless an Event of Default shall have occurred and be continuing, shall be reasonably acceptable to the United StatesBorrower. The Required Lenders Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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.other

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the either Agent may resign at any time by giving written notice thereof to the Lenders Purchasers and the Borrowers, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofOwner. Upon any such resignation or removalof the Senior Agent, the Required Lenders Majority Senior Holders shall have the right to appoint a successor Senior Agent which shall be, so long as no Event of Default has occurred and is continuing, reasonably acceptable to the Lessee, and upon any such resignation of the Junior Agent, the Majority Junior Holders shall have the right to appoint a successor Junior Agent which shall be, so long as no Event of Default has occurred and is continuing, reasonably acceptable to the Lessee. If no successor Agent shall have been so appointed by the Required Lenders Majority Senior Holders or the Majority Junior Holders, as the case may be, and shall have accepted such appointment within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the LendersPurchasers, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any the retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article 11 Section 15 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. The Owner consents to any change in the Agentidentity of such Agent on the International Registry as a result of the appointment of a successor Agent pursuant to this Section 15(h), and if required by the International Registry to reflect such change, will provide its further consent thereto.

Resignation or Removal of Agent. 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 Lenders Banks and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required LendersBanks; provided that the Borrowers Borrower and the other Lenders Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor AgentAgent from among the Banks. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank with capital and surplus in excess of $750,000,000 and which has an office in the United StatesNew York, New York. The Required Lenders Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other LendersBanks. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 Lenders and the BorrowersCompany, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofMajority Xxxxxxx. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor AgentAgent with the prior consent of the Company (which consent shall not be unreasonably withheld); PROVIDED, that no such consent of the Company shall be required if an Event of Default has occurred and is continuing and the Commitments have been terminated and/or the Loans and other amounts payable by the Company hereunder have been declared to be forthwith due and payable. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which that shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 Lenders Banks and the Borrowers, Franklin Electric and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor AgentAgent (subject to the approval of Franklin Electric if such successor Agent is not a Bank). 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which Agent (subject to the approval of Franklin Electric if such successor Agent is not a Bank). Any successor Agent shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the AgentAgent hereunder.

Resignation or Removal of Agent. 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 Lenders and the Borrowers, Borrower and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofXxxxxxx. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which, so long as no Default of Event of Default has occurred which is continuing, shall be reasonably satisfactory to the Borrower. If no successor Agent shall have been so appointed by the Required Lenders Xxxxxxx and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent's giving of ’s notice of resignation or the Required Lenders' Xxxxxxx’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which, so long as no Default or Event of Default has occurred which is continuing, shall be reasonably satisfactory to the Borrower. Any successor Agent shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article 11 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 the AgentAgent hereunder.

Resignation or Removal of Agent. 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 Lenders and the BorrowersBanks, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofMajority Banks. Upon any such resignation or removal, the Required Lenders Majority Banks shall have the right to appoint a successor Agent, which Agent shall be reasonably acceptable to Borrower. If no successor Agent shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required LendersMajority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be (a) a bank which has an office in the United States. The Required Lenders or the retiring Agenthaving a combined capital, as the case may besurplus and retained earnings of not less than U.S. $500,000,000 and (b) shall be reasonably acceptable to Borrower; provided, however, that Borrower shall upon the appointment of have no right to approve a successor Agent promptly so notify the Borrower which is a Bank if an Event of Default has occurred and the other Lendersis continuing. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the Agent.

Resignation or Removal of Agent. 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 Lenders Banks and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent, subject to the approval of Borrower, which approval shall not be unreasonably withheld or delayed; provided, however, that no such approval of Borrower shall -------- be required if a Default is in existence. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, subject to the approval of Borrower, which approval shall not be unreasonably withheld or delayed; provided, however, -------- that no such approval of Borrower shall be required if a Default is in existence. Any successor Agent shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 III 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 AgentAgent hereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving not less than 10 days' prior written notice thereof to the Lenders Banks and the Borrowers, each Borrower and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, after consultation with each Borrower, appoint a successor Agent, Agent which shall be a bank which that has an office in the United States. The Required Lenders or the retiring AgentNew York, as the case may be, shall upon the appointment New York with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $100,000,000. Upon the acceptance of any appointment as Agent hereunder or under the Security 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 hereunderhereunder and under the Security Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the Agent.

Resignation or Removal of Agent. 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 Lenders and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required Majority Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor AgentAgent from among the Lenders. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring AgentStates of America, as the case may bewith a combined capital and surplus of at least $500,000,000, shall upon the appointment of a PROVIDED that if such successor Agent promptly so notify shall not have an office in New York, New York at which payments hereunder and notices delivered hereunder and under the Borrower Security Documents are to be made, then the parties hereto agree to effect such modifications to this Agreement and the other LendersSecurity Documents as shall be appropriate to permit such payments to be made and such notices to be delivered to a non-New York office. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 Lenders and the BorrowersCompany, and the Agent may be removed at any time with Credit Agreement 72 78 or without cause by the Required Majority Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor AgentAgent with the prior consent of the Company (which consent shall not be unreasonably withheld); provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing and the Commitments have been terminated and/or the Loans and other amounts payable by the Obligors hereunder have been declared forthwith due and payable. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which that shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 Lenders Banks and the BorrowersCompany, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofMajority Banks. Upon any such resignation or removal, the Required Lenders Majority Banks shall have the right to appoint a successor Agent, which Agent shall be reasonably acceptable to the Company. If no successor Agent shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' Majority Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank which has with an office (or an affiliate with an office) in Los Angeles, California, or New York, New York, having a combined capital and surplus of not less than $500,000,000 and which shall be reasonably acceptable to the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other LendersCompany. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article 11 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 the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving not less than 30 days' prior written notice thereof to the Lenders Banks and the Borrowers, a Borrower and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, after consultation with Parent, appoint a successor Agent, Agent which shall be a bank which that has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment New Jersey with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the Agent.

Resignation or Removal of Agent. 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 Lenders Banks and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agentall Banks. If no successor Agent shall have has been so appointed by all Banks (and approved by the Required Lenders Borrower) and shall have has accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent. Any successor Agent must be approved by Borrower, which shall approval will not be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lendersunreasonably 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, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section 15 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent. To be eligible to be an Agent hereunder the Agentparty serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Bank pursuant to Section 28 hereof.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time anytime by giving not less than 30 days' prior written notice thereof to the Lenders Banks and the Borrowers, a Borrower and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, after consultation with Parent, appoint a successor Agent, Agent which shall be a bank which that has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment New Jersey with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving not less than 10 days’ prior written notice thereof to the Lenders Banks and the Borrowers, each Borrower and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent. 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's ’s giving of notice of resignation or the Required Lenders' Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, after consultation with the Borrowers, appoint a successor Agent, Agent which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article 11 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 the Agent.

Resignation or Removal of Agent. 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 Lenders Banks and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required LendersBanks; provided that the Borrowers Borrower and the other Lenders Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders Banks, with the consent of the Borrower, shall have the right to appoint a successor Agent. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, after consulting with the Borrower, appoint a successor Agent, which shall be a bank which has an office in the United StatesNew York, New York and has a combined capital and surplus of at least $500,000,000. The Required Lenders Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other LendersBanks. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the any Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowersBorrower, and the any Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent; provided that the successor shall have a combined capital and surplus of not less than $200,000,000 or its equivalent in other currencies. 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's ’s giving of notice of resignation or the Required Lenders' ’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint its successor; provided that the successor shall have a successor Agent, which shall be a bank which has an office combined capital and surplus of not less than $200,000,000 or its equivalent in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenderscurrencies. Upon the acceptance of any such 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 hereunder. After any retiring Agent's ’s resignation or removal hereunder as an Agent, the provisions of this Article 11 XI and Section 12.03 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 such Agent.

Resignation or Removal of Agent. 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 Lenders Banks and the Borrowers, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agentall Banks. If no successor Agent shall have has been so appointed by all Banks (and approved by the Required Lenders Borrowers) and shall have has accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent. Any successor Agent must be approved by the Borrowers, which shall approval will not be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lendersunreasonably 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, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section 13 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent. To be eligible to be an Agent hereunder the Agentparty serving, or to serve, in such capacity must own a Pro Rata Part of the Revolving Commitments equal to the level of Revolving Commitment required to be held by any Bank pursuant to Section 26 below.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving 30 days written notice thereof to the Lenders Banks and the Borrowers, Borrower; and the Agent may be removed at any time with or without cause by the Required Lenders; Banks, provided that the Borrowers Borrower and the other Lenders Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank which has an office in the United Statesbank. The Required Lenders Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other LendersBanks. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 Lenders and the BorrowersLenders, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor 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's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank having a combined capital, surplus and retained earnings of not less than U.S. $250,000,000 and which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lendersbe reasonably acceptable to Borrower. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the Agent.

Resignation or Removal of Agent. 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 Lenders Banks and the Borrowers, Borrower and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent, which, if no Event of Default is in existence, has been approved by the Borrower (which approval shall not be unreasonably withheld or delayed). 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks and, if no Event of Default is in existence, with the consent of the Borrower (which shall not be unreasonably withheld or delayed), appoint a successor Agent, which . Any successor Agent shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the AgentAgent hereunder.

Resignation or Removal of Agent. 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 Lenders Banks and the BorrowersCompany, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofMajority Banks. Upon any such resignation or removal, the Required Lenders Majority Banks shall have the right to appoint a successor AgentAgent reasonably acceptable to the Company, provided deposits with -------- such successor Agent shall be insured by the Federal Deposit Insurance Corporation or its successor. If no successor Agent shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required LendersMajority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which Agent reasonably acceptable to the Company. Any successor Agent shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment States with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $1,000,000,000. 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 hereunder. Such successor Agent shall promptly specify by notice to the Company and the Banks its office for the purpose of any notices and payments hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section 8 --------- 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 or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time anytime by giving not less than 30 days’ prior written notice thereof to the Lenders Banks and the Borrowers, a Borrower and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent. 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's ’s giving of notice of resignation or the Required Lenders' Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, after consultation with Parent, appoint a successor Agent, Agent which shall be a bank which that has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment New Jersey with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article 11 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 the Agent.

Resignation or Removal of Agent. 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 Lenders Banks and the Borrowers, Borrower and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent, subject to the approval of the Borrower, which shall not be unreasonably withheld or delayed; provided, that no approval of the Borrower shall be required if a Default is in existence. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, subject to the approval of the Borrower, which shall not be unreasonably withheld or delayed; provided, that no approval of the Borrower shall be required if a Default is in existence. Any successor Agent shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the AgentAgent hereunder.

Resignation or Removal of Agent. 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 Lenders and the BorrowersCompany, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofMajority Xxxxxxx. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor AgentAgent with the prior consent of the Company (which consent shall not be unreasonably withheld); PROVIDED, that no such consent of the Company shall be required if an Event of Default has occurred and is continuing and the Facility C Commitments have been terminated and/or the Facility C Loans and other amounts payable by the Company hereunder have been declared to be forthwith due and payable. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which that shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 Lenders Banks and the Borrowers, Borrower and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent, which, if no Event of Default is in existence, has been approved by the Borrower (which approval shall not be unreasonably withheld or delayed). 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks and, if no Event of Default is in existence, with the consent of the Borrower (which shall not be unreasonably withheld or delayed), appoint a successor Agent, which . Any successor Agent shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the Agent.Agent hereunder. ARTICLE VIII

Resignation or Removal of Agent. 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 Lenders and the Borrowers, Borrowers and the Agent may be removed at any time with or without cause by the Required Lenders; provided PROVIDED that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. 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's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. 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 hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article ARTICLE 11 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 or Removal of Agent. 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 Lenders and the Borrowers, and the Lender. The Agent may be removed at any time with or without cause by the Required Lenders; provided that Lender, subject to the Borrowers approval of the Company and the other Lenders shall be promptly notified thereof"Agent" under the Bank Group Credit Agreement. Upon any such resignation or removal, the Required Lenders Lender shall (subject to the approval of the Company, such approval not to be unreasonably withheld or delayed, and the approval of the "Agent" under the Bank Group Credit Agreement), have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders Lender (with the Company's consent) and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' Lender's removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersLender, appoint a successor Agent, which that shall be a bank which that has an office in the United States. The Required Lenders or the retiring AgentNew York, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other LendersNew York. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article Section 11 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 or Removal of Agent. 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 Lenders and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required Majority Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor Agent. 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's giving of notice of resignation or the Required Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. Upon the acceptance of any such appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 XI and Section 12.03 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. Notwithstanding anything in this Section 11.08 to the contrary, but expressly subject to the provisions of Section 11.09 of Annex I, the Agent shall not resign or be removed under this Agreement unless the Agent resigns or is removed as agent under the Annex I. In each such case, the successor Agent that is appointed under this Agreement and Annex I shall be the same until such time as the Tranche B Credit Facility and the Tranche B Loan Documents are assigned pursuant to Section 12.17 hereof.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Lessee and the BorrowersParticipants, and the Agent may be removed at any time with or without cause by the Required LendersParticipants; provided provided, however, that Agent shall not resign and may not be removed without cause prior to the Borrowers and expiration of the other Lenders shall be promptly notified thereofCommitment Period without the consent of Lessee unless a Change of Law makes it unlawful or unreasonably burdensome for Agent to continue to act in such capacity. Upon any such resignation or removal, the Required Lenders Participants shall have the right to appoint a successor Agent. If no successor Agent , which Agent, if not a Participant, shall be reasonably acceptable to Lessee; provided, however, that Lessee shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of no right to approve a successor Agent promptly so notify the Borrower if a Default has occurred and the other Lendersis continuing. 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 the duties and obligations thereafter arising hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section VI and any other 50 55 provision of this Agreement or any other Operative Document which by its terms survives the termination of this 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 the Agent.

Resignation or Removal of Agent. 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 Lenders and the BorrowersBorrower, and the Agent may be removed at any time with or without for cause by Lenders having Syndicated Loans outstanding, L/C Exposure and unused Revolving Credit Commitments representing at least 66_% of the Required Lenderssum of all Syndicated Loans outstanding, L/C Exposure and unused Revolving Credit Commitments; provided that the Borrowers Borrower and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, subject (unless an Event of Default exists) to the approval of the Borrower, which approval shall not be unreasonably withheld. 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's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which has subject (unless an office in Event of Default exists) to the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. 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 approval of the retiring AgentBorrower, and the retiring Agent which approval shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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.not

Resignation or Removal of Agent. 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 Lenders Banks and the Borrowers, and the Agent may be -57- 64 removed at any time with or without cause by the Required LendersBanks; provided that the Borrowers and the other Lenders Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor AgentAgent which shall be a Bank. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank Bank which has an office in the United StatesNew York, New York. The Required Lenders Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower Borrowers and the other LendersBanks. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 Lenders and the Borrowers, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor 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's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which has an office in the United StatesNew York, New York. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower Borrowers and the other Lenders. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Part 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 or Removal of Agent. 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 Lenders and the BorrowersPartnership, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a A successor 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's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be (i) a bank which has with an office (or having an affiliate with an office) in the United States. The Required Lenders or the retiring AgentNew York, as the case may be, shall upon the appointment New York having a combined capital and surplus of a successor Agent promptly so notify the Borrower not less than $500,000,000 and the other Lenders(ii) an Eligible Assignee. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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.. Amendment and Restatement of Loan Agreement

Resignation or Removal of Agent. 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 Lenders Banks and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required LendersBanks; provided that the Borrowers Borrower and the other Lenders Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank which has having a minimum capital and surplus of $50,000,000 and having an office in the United StatesNew York State. The Required Lenders Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other LendersBanks. 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 any further duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 Lenders Banks and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofMajority Banks. Upon any such resignation or removal, the Required Lenders Majority Banks shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required LendersMajority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring AgentStates of America, as the case may bewith a combined capital and surplus of at least $500,000,000, shall upon the appointment of a PROVIDED that if such successor Agent promptly so notify shall not have an office in New York, New York at which payments hereunder and notices delivered hereunder and under the Borrower Security Documents are to be made, then the parties hereto agree to effect such modifications to this Agreement and the other LendersSecurity Documents as shall be appropriate to permit such payments to be made and such notices to be delivered to a non-New York office. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 Lenders Banks and the Borrowers, Borrower and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right right, with the prior consent of the Borrower (which consent shall not be unreasonably withheld), to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders Banks and approved by the Borrower and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks (and without the consent of any Bank or the Borrower), appoint a successor Agent, which . Any successor Agent shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the AgentAgent hereunder.

Resignation or Removal of Agent. 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 Lenders Banks and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor AgentMajority Banks. If no successor Agent shall have has been so appointed by Majority Banks (and approved by the Required Lenders Borrower) and shall have has accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent. Any successor Agent must be approved by Borrower, which shall approval will not be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lendersunreasonably 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, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section 15 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent. To be eligible to be an Agent hereunder the Agentparty serving, or to serve, in such capacity must own a Pro Rata Part of the Commitment equal to the level of Commitment required to be held by any Bank pursuant to Section 28 hereof.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor AT&T-CFC (or any other Agent hereunder), may resign as provided below, the Agent may resign at any time by giving thirty (30) days' prior written notice thereof to the Lenders and the Borrowers, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any Any such resignation or removal, removal shall take effect at the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted end of such appointment within 30 days after the retiring Agent's giving of notice of resignation thirty (30) day period or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the earlier appointment of a successor Agent promptly so notify by the Borrower Majority Lenders as provided below. Upon any resignation, the Majority Lenders shall appoint a successor agent from among the Lenders or, if such appointment is deemed inadvisable or impractical by the Majority Lenders, another financial institution with a combined capital and the other Lenderssurplus of at least $500,000,000. 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. After the effective date of the resignation of an Agent hereunder, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, provided that the provisions of this Article 11 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 the Agent. In the event that there shall not be a duly appointed and acting Agent, the Borrowers agree to make each payment due to the Agent hereunder and under the Notes, if any, directly to each Lender entitled thereto, pursuant to written instructions provided by the retiring Agent, and to provide copies of each certificate or other document required to be furnished to the Agent hereunder, if any, directly to each Lender.

Resignation or Removal of Agent. Subject to the appointment ------------------------------- and acceptance of a successor Agent as provided below, the any Agent may resign at any time by giving written notice thereof to the Lenders and the BorrowersBorrower, and the any Agent may be removed at any time with or without cause by the Required Majority Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor Agent; provided that the successor shall have a combined capital and surplus of not less than $200,000,000 or its equivalent in other currencies. 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's giving of notice of resignation or the Required Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint its successor; provided that the successor shall have a successor Agent, which shall be a bank which has an office combined capital and surplus of not less than $200,000,000 or its equivalent in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenderscurrencies. Upon the acceptance of any such 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 hereunder. After any retiring Agent's resignation or removal hereunder as an Agent, the provisions of this Article 11 XI and Section 12.03 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 such Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided belowin this Section 8.06, the Agent may resign at any time by giving written notice thereof to notifying the Lenders and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required Majority Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Majority Lenders shall have the right right, with the consent of the Borrower (so long as no Event of Default has occurred and is continuing), which consent shall not be unreasonably withheld, to appoint a successor; provided, however, that the consent of the Borrower shall not be required if the successor AgentAgent is an Affiliate of the resigning Agent or a Lender. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of Agent gives notice of its resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. Upon the acceptance of any its appointment as Agent hereunder by a successor, the successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderunder the Transaction Documents. 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 the successor. After any retiring the Agent's resignation or removal hereunder as Agent’s resignation, the provisions of this Article 11 VIII and Section 9.03 shall continue in effect for the benefit of the 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 the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Borrowers and the BorrowersLenders, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which Agent, if not a Lender, shall be reasonably acceptable to Borrowers; provided, however, that Borrowers shall have no right to approve a successor Agent if a Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days of after the retiring Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent, which shall be a bank which has with an office in the United States. The Required Lenders New York, New York, or the retiring Agent, as the case may be, shall upon the appointment an Affiliate of a successor Agent promptly so notify the Borrower and the other Lendersany such 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, at which point (and not earlier) the retiring Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the Agent.

Resignation or Removal of Agent. 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 Lenders and the BorrowersCompany, and the Agent may be removed at any time with or without cause by the Required Majority Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor AgentAgent with the prior consent of the Company (which consent shall not be unreasonably withheld); PROVIDED, that no such consent of the Company shall be required if an Event of Default has occurred and is continuing and the Commitments have been terminated and/or the Loans and other amounts payable by the Obligors hereunder have been declared forthwith are due and payable. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which that shall be a bank which that has an office in the United States. The Required Lenders or the retiring AgentNew York, as the case may be, shall upon the appointment New York with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article Section 11 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 or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the either Agent may resign at any time by giving written notice thereof to the Lenders Financiers and the Borrowers, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofOwner. Upon any such resignation or removalof the Senior Agent, the Required Lenders Majority Senior Holders shall have the right to appoint a successor Senior Agent which shall be, so long as no Event of Default has occurred and is continuing, reasonably acceptable to the Lessee, and upon any such resignation of the Junior Agent, the Majority Junior Holders shall have the right to appoint a successor Junior Agent which shall be, so long as no Event of Default has occurred and is continuing, reasonably acceptable to the Lessee. If no successor Agent shall have been so appointed by the Required Lenders Majority Senior Holders or the Majority Junior Holders, as the case may be, and shall have accepted such appointment within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the LendersFinanciers, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any the retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article 11 Section 15 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. The Owner consents to any change in the Agentidentity of such Agent on the International Registry as a result of the appointment of a successor Agent pursuant to this Section 15(h), and if required by the International Registry to reflect such change, will provide its further consent thereto.

Resignation or Removal of Agent. 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 Lenders Banks and the BorrowersDebtor, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks holding Applicable Percentages equal to or greater than seventy-five percent (75%). Upon any such resignation or removal, (i) the Required Lenders Majority Banks without the consent of the Debtor shall have the right to appoint a successor AgentAgent so long as such successor Agent is also a Bank at the time of such appointment and (ii) the Majority Banks shall have the right to appoint a successor Agent that is not a Bank at the time of such appointment so long as the Debtor consents to such appointment (which consent shall not be unreasonably withheld). If no successor Agent shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 30 thirty (30) days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring AgentAgent by Banks holding Applicable Percentages equal to or greater than seventy-five percent (75%), then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment subject to consent of a Debtor if such successor Agent promptly so notify the Borrower and the other Lendersis not then 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 hereunderor Agent hereunder and under any other Loan Documents. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 VIII 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 or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided belowin this Section 13.7, the Agent may resign at any time by giving not less than 10 days prior written notice thereof to the Lenders and the Borrowers, and the Borrower. Agent may be removed at any time with or for cause by the Majority Lenders, and may be removed at any time without cause by the Required affirmative vote of all the Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor Agent, which with the consent of all the Lenders may be a Lender and which, if the successor Agent is not a Lender, shall require the consent of Borrower, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so is appointed by the Required Lenders and shall have accepted accepts such appointment within 30 days after the retiring resigning Agent's giving of notice of resignation or the Required Lenders' removal of the retiring previous Agent, then the retiring resigning or removed Agent may, on behalf of the Lenders, after consultation with Borrower, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. Upon the acceptance of any appointment as Agent hereunder under the Financing 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 hereunderunder the Financing Documents. Borrower, the Lenders and the retiring Agent shall, at Borrower's expenses, thereupon execute, deliver and file financing statement amendments reflecting such change. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the Agent.

Resignation or Removal of Agent. 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 Lenders Banks and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required LendersBanks; provided that the Borrowers Borrower and the other Lenders Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank which has an office in the United StatesNew York State. The Required Lenders Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other LendersBanks. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by as Agent effective ten (10) Business Days after giving written notice thereof to the Lenders and the BorrowersBanks for any reason, and the Agent may be removed at the unanimous election of all of the Banks (other than the Bank that is also the Agent) for any time with reason. If the Agent shall resign or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removalremoved as Agent under this Agreement, the Required Lenders Banks shall have appoint from among the right to appoint Banks (other than the Bank that has resigned or was removed) a successor agent for the Banks, which successor agent shall be reasonably acceptable to the Borrower. If, however, in the case of resignation by the Agent. If , no successor Agent agent shall have been so appointed by the Required Lenders and shall have accepted time such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentbecomes effective, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank which has an office in agent from among the United Statesremaining Banks. The Upon appointment (whether effected by the Required Lenders Banks or the retiring AgentAgent on behalf of the Banks), as the case may be, successor agent shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. 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 powers and duties of the retiring Agent, and the retiring term "Agent" shall mean such successor agent, effective upon its appointment, and the former Agent's rights, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated, 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 holder of the Notes. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section 11.11 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the AgentAgent under this Agreement.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Borrower and the BorrowersLenders, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which Agent, if not a Lender, shall be reasonably acceptable to Borrower; provided, however, that Borrower shall have no right to approve a successor Agent if a Default has occurred and is continuing. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days of after the retiring Agent's giving of Agent gives notice of resignation or the Required Lenders' removal of the retiring Agentits resignation, then the retiring Agent may, on behalf of the LendersLenders and the Issuing Bank, appoint a successor Agent, which shall be a bank which has with an office in the United States. The Required Lenders New York, New York, or the retiring Agent, as the case may be, shall upon the appointment an Affiliate of a successor Agent promptly so notify the Borrower and the other Lendersany such 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, at which point (and not earlier) the retiring Agent shall be discharged from its the duties and obligations thereafter arising hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the Agent.

Resignation or Removal of Agent. 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 Lenders and the Borrowers, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor 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's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. 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 77 Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 Lenders and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall be reasonably acceptable to Borrower and Borrower agrees that such consent shall not be unreasonably withheld or delayed, provided that Borrower's consent shall not be required following the occurrence of an Event of Default and during the continuance thereof. 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's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article ARTICLE 11 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 or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Lessee and the BorrowersParticipants, and the Agent may be removed at any time with or without cause by the Required Lenders; provided Participants, provided, however, that Agent shall not resign and may not be removed without cause prior to the Borrowers and expiration of the other Lenders shall be promptly notified thereofCommitment Period without the consent of Lessee unless a Change of Law makes it unlawful or unreasonably burdensome for Agent to continue to act in such capacity. Upon any such resignation or removal, the Required Lenders Participants shall have the right to appoint a successor Agent. If no successor Agent , which Agent, if not a Participant, shall be reasonably acceptable to Lessee; provided, however, that Lessee shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of no right to approve a successor Agent promptly so notify the Borrower if a Default has occurred and the other Lendersis continuing. 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 the duties and obligations thereafter arising hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section VI and any other provision of this Agreement or any other Operative Document which by its terms survives the termination of this 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 the Agent.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving not less than 10 days' prior written notice thereof to the Lenders Banks and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofMajority Banks. Upon any such resignation or removal, the Required Lenders Majority Banks shall have the right to appoint a successor Agent, which shall be (a) a Bank or (b) another bank or financial institution acceptable to the Borrower in its sole discretion, provided, however, that if a Default or Event of Default shall have occurred and then be continuing, any such other bank or financial institution need not be acceptable to the Borrower. If no successor Agent shall have been so appointed by the Required Lenders Majority Banks and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required LendersMajority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, after consultation with the Borrower, appoint a successor Agent, Agent which shall be a bank which has an office in one of the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other LendersBanks. Upon the acceptance of any appointment as Agent hereunder or under the Security 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 hereunderhereunder and under the Security Documents. If no successor Agent is appointed in accordance with the previous provisions of this Section 9.9, the Agent may, in its sole discretion, either continue to act as Agent hereunder or assign all of its rights and delegate all of its obligations under this Agreement to the Banks. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the Agent.

Resignation or Removal of Agent. 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 Lenders and the BorrowersCompany, and the Agent may be removed at any time with or without cause by the Required Majority Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor AgentAgent with the prior consent of the Company (which consent shall not be unreasonably withheld); PROVIDED that no such consent of the Company shall be required if an Event of Default has occurred and is continuing and the Commitments have been terminated and/or the Loans and other amounts payable by the Obligors hereunder have been declared forthwith due and payable. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which that shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 Lenders and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required all Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have has been so appointed by the Required Lenders (and shall have approved by the Borrower) and has accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any successor Agent must be approved by Borrower, which approval will not be unreasonably withheld provided that Borrower's consent shall not be a bank which has required whenever an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment Event of a successor Agent promptly so notify the Borrower and the other LendersDefault exists. 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 rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section 15 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent. To be eligible to be an Agent hereunder the Agentparty serving, or to serve, in such capacity must be an Eligible Assignee.

Resignation or Removal of Agent. 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 Lenders and the Borrowers, and the Agent may be removed at any time with or without cause by the Required Majority Lenders; provided that . If the Borrowers and Agent also then serves in the other Lenders capacity of the Swing Line Lender, such resignation or removal of the Agent shall be promptly notified thereofnot constitute resignation or removal of the Swing Line Lender. Upon any such resignation or removal, the Required Majority Lenders shall with the consent of the Borrowers which consent shall not be unreasonably withheld have the right to appoint a successor Agent, which shall be a Lender; provided that if upon the date of such appointment an Event of -------- Default shall exist, such consent of the Borrowers shall not be required. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor AgentAgent with the consent of the Borrowers (such consent not to be unreasonably withheld), which that shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment Lender with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $2,000,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor AgentAgent (with the consent of the Borrowers as may be provided above), such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 Lenders and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers Borrower and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor 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's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 Lenders Banks and the BorrowersCompany, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent, subject (in the case of any successor Agent that is not a Bank at such time) to the Company’s approval of such successor Agent. If no successor Agent shall have been so appointed by the Required Lenders Banks (or if the Company shall fail to approve such a successor Agent) and shall have accepted such appointment within 30 days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' Banks’ removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, subject to the Company’s approval, appoint a successor Agent, which that shall be a bank which that has an office in the United States. The Required Lenders or the retiring AgentNew York, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other LendersNew York. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 at least thirty Banking Days prior thereto to the Lenders Banks and the BorrowersBorrower, the Agent may be removed at any time with cause by the Required Banks and the Agent may be removed at any time with or without cause by the Required LendersBanks if with the prior written consent of the Borrower; provided that the Borrowers Borrower and the other Lenders Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank which has an office in the United StatesBank. The Required Lenders Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Successor Agent promptly so notify the Borrower and the other LendersBanks. 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. The retiring Agent shall execute all documents or instruments of assignment as shall be necessary to vest in the successor Agent all rights of the retiring Agent hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 Lenders and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by all Lenders (excluding the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent). If no successor Agent shall have has been so appointed by Lenders (and approved by the Required Lenders Borrower) and shall have has accepted such appointment within 30 thirty (30) days after the retiring Agent's ’s giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any successor Agent must be approved by Borrower, which shall approval will not be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lendersunreasonably 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, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Article 11 Section 15 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent. To be eligible to be an Agent hereunder the Agentparty serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Lender pursuant to Section 28 hereof.

Resignation or Removal of Agent. 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 Lenders and the BorrowersCompany, and the Agent may be removed at any time with or without cause by the Required Majority Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Majority Lenders shall have the right to appoint a successor AgentAgent with the prior consent of the Company (which consent shall not be unreasonably withheld); provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing and the Commitments have been terminated and/or the Loans and other amounts payable by the Obligors hereunder have been declared forthwith due and payable. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which that shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 Lenders Banks and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which . Any successor Agent shall be a bank Bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment States with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. 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. Such successor Agent shall promptly specify by notice to the Borrower and the Banks its office for the purpose of any notices and payments hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section 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 the Agent.

Resignation or Removal of Agent. 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 Lenders and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor AgentAgent reasonably acceptable to the Borrower, provided deposits with such successor Agent shall be insured by the Federal Deposit 169 Insurance Corporation or its successor. 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's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which Agent reasonably acceptable to the Borrower. Any successor Agent shall be a bank Lender which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment States with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. 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. Such successor Agent shall promptly specify by notice to the Borrower and the Lenders its office for the purpose of any notices and payments hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section 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 the Agent.

Resignation or Removal of Agent. 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 Lenders Banks and the Borrowers, Borrower and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent, subject to the approval of the Borrower, which shall not be unreasonably withheld or delayed; provided, that no approval of the Borrower shall be required if a Default is in existence. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, subject to the approval of the Borrower, which shall not be unreasonably withheld or delayed; provided, that no approval of the Borrower shall be required if a Default is in existence. Any successor Agent shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 VII shall continue in effect for its benefit in 52 59 respect of any actions taken or omitted to be taken by it while it was acting as the AgentAgent hereunder.

Resignation or Removal of Agent. 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 Lenders Banks and the Borrowers, Company and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofBanks. Upon any such resignation or removal, the Required Lenders Banks shall have the right right, with the consent of the Company (which consent shall not be unreasonably withheld, but in any event shall not be required at any time when a Default has occurred and is continuing), to appoint a successor Agent. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring AgentNew York, as the case may be, shall upon the appointment New York and which has a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. Subject to the appointment and ------------------------------- acceptance of a successor Agent as provided below, the Agent may may, for good cause with the consent of Borrower, which consent will be granted provided that Borrower, in its reasonable discretion, agrees with the cause given, resign at any time by giving written notice thereof to the Lenders Banks and Borrower. The Banks shall not have the Borrowers, and right to remove the Agent may be removed at under any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereofcircumstances. Upon any such resignation or removalresignation, the Required Lenders Majority Banks shall have the right to appoint a successor Agent. 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's giving of notice of resignation or the Required Lenders' removal of the retiring Agentresignation, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which . Any successor Agent shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the is reasonably acceptable to Borrower and the other Lenderswhich has a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 AgentAgent hereunder.

Resignation or Removal of Agent. 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 Lenders Banks and the Borrowers, and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agentall Banks. If no successor Agent shall have has been so appointed by all Banks (and approved by the Required Lenders Borrowers) and shall have has accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent. Any successor Agent must be approved by Borrowers, which shall approval will not be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lendersunreasonably 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, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section 9 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent. To be eligible to be an Agent hereunder the Agentparty serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Bank pursuant to Section 10.1 hereof.

Resignation or Removal of Agent. 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 Lenders and the Borrowers, and the Agent may be removed at any time with or without cause by the Required all Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have has been so appointed by all Lenders (and approved by the Required Lenders Borrowers) and shall have has accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any successor Agent must be approved by Borrowers, which shall approval will not be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lendersunreasonably 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, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section 15 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent. To be eligible to be an Agent hereunder the Agentparty serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Lender pursuant to Section 28 hereof .

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving thirty (30) days prior written notice thereof to the Lenders Lessee and the BorrowersParticipants, and the Agent may be removed at any time with or without cause by the Required LendersParticipants; provided provided, however, that Agent shall not resign and may not be removed without cause prior to the Borrowers and expiration of the other Lenders shall be promptly notified thereofCommitment Period without the consent of Lessee unless a Change of Law makes it unlawful or unreasonably burdensome for Agent to continue to act in such capacity. Upon any such resignation or removal, the Required Lenders Participants shall have the right to appoint a successor Agent. If no successor Agent , which Agent, if not a Participant, shall be reasonably acceptable to Lessee; provided, however, that Lessee shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of no right to approve a successor Agent promptly so notify the Borrower if a Default has occurred and the other Lendersis continuing. 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 the duties and obligations thereafter arising hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section VI and any other provision of this Agreement or any other Operative Document which by its terms survives the termination of this 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 the Agent.

Resignation or Removal of Agent. 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 Lenders and the Borrowers, Borrower and the Agent may be removed at any time with or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which, so long as no Default of Event of Default has occurred which is continuing, shall be reasonably satisfactory to the 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's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which, so long as no Default or Event of Default has occurred which is continuing, shall be reasonably satisfactory to the Borrower. Any successor Agent shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 the AgentAgent hereunder.

Resignation or Removal of Agent. Subject to the appointment and acceptance of a successor Agent as provided below, the The Agent may resign at any time by as Agent effective ten (10) Business Days after giving written notice thereof to the Lenders and the Borrowers, for any reason and the Agent may be removed at the unanimous election of all the Lenders (other than the Lender that is also the Agent) for any time with reason. If the Agent shall resign or without cause by the Required Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removalremoved as Agent under this Agreement, the Required Lenders shall have appoint from among the right to appoint Lenders (other than the Lender that has resigned or was removed) a successor agent for the Lenders, which successor agent shall be reasonably acceptable to the Borrower. If, however, in the case of resignation by the Agent. If , no successor Agent agent shall have been so appointed by the Required Lenders and shall have accepted time such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agentbecomes effective, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a bank which has an office in agent from among the United Statesremaining Lenders. The Upon appointment (whether effected by the Required Lenders or the retiring AgentAgent on behalf of the Lenders), as the case may be, successor agent shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lenders. 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 powers and duties of the retiring Agent, and the retiring term "Agent" shall mean such successor agent, effective upon its appointment, and the former Agent's rights, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated, 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 holder of the Notes. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section 11.11 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the AgentAgent under this Agreement.

Resignation or Removal of Agent. 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 Lenders and the BorrowersCompany, and the Agent may be removed at any time with or without cause by the Required Majority Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Majority Lenders shall have the CREDIT AGREEMENT right to appoint a successor AgentAgent with the prior consent of the Company (which consent shall not be unreasonably withheld); PROVIDED that no such consent of the Company shall be required if an Event of Default has occurred and is continuing and the Commitments have been terminated and/or the Loans and other amounts payable by the Obligors hereunder have been declared forthwith due and payable. If no successor Agent shall have been so appointed by the Required Majority Lenders and shall have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Majority Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which that shall be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment with a combined capital and surplus of a successor Agent promptly so notify the Borrower and the other Lendersat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 Lenders Banks and the BorrowersBorrower, and the Agent may be removed at any time with or without cause by the Required LendersBanks; provided that the Borrowers Borrower and the other Lenders Banks shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders Banks shall have the right to appoint a successor Agent. 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's giving of notice of resignation or the Required LendersBanks' removal of the retiring Agent, then the retiring Agent may, on behalf of the LendersBanks, appoint a successor Agent, which shall be a bank which has an office in the United StatesNew York State. The Required Lenders Banks or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other LendersBanks. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 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 or Removal of Agent. 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 Lenders and the Borrowers, and the Agent may be removed at any time with or without cause by the Required all Lenders; provided that the Borrowers and the other Lenders shall be promptly notified thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have has been so appointed by all Lenders (and approved by the Required Lenders Borrowers) and shall have has accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation or the Required Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Any successor Agent must be approved by Borrowers, which shall approval will not be a bank which has an office in the United States. The Required Lenders or the retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower and the other Lendersunreasonably 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, privileges rights and duties of the retiring Agent, and the retiring Agent Agent, as the case may be, shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article 11 Section 15 shall continue in effect for its benefit in respect of to any actions taken or omitted to be taken by it while it was acting as Agent. To be eligible to be an Agent hereunder the Agentparty serving, or to serve, in such capacity must own a Pro Rata Part of the Commitments equal to the level of Commitment required to be held by any Lender pursuant to Section 28 hereof.