Common use of Resignation or Removal of Agent Clause in Contracts

Resignation or Removal of Agent. The Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. The Required Banks may remove BKB as Agent if BKB assigns fifty percent (50%) or more of its Commitment Percentage and Commitment to an Eligible Assignee. Upon any such resignation or removal, the Majority Banks shall have the right to appoint a successor Agent. Provided no Event of Default exists, the appointment of a successor Agent that is not a Bank shall be subject to the prior approval of the Borrower which shall not be unreasonably withheld or delayed. Unless a Default or Event of Default shall have occurred and be continuing for a period of at least thirty (30) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9). If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A-2 or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or Agent's removal, the provisions of this Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

Resignation or Removal of Agent. The Agent may resign on at least thirty (30) days’ written notice to Lenders and Borrower or upon the occurrence of an Event of Default. Agent may be removed at any time by giving sixty the Required Lenders upon a final determination of Agent’s gross negligence or intentional misconduct or if the Required Lenders (60without considering the vote of Agent in its capacity as Lender) days prior elect to remove Agent following Agent’s election described in Section 10.7(a) (provided that Agent shall have the option, in a written notice thereof to Lenders, to withdraw such election described in Section 10.7(a) within five (5) Business Days of its receipt of written notice of the Banks Required Lenders’ election to remove Agent as aforesaid and in such instance, such election of the Required Lenders shall be null and void and of no force or effect), provided that Borrower and the Borrower. The Required Banks may remove BKB as Agent if BKB assigns fifty percent (50%) or more of its Commitment Percentage and Commitment to an Eligible Assigneeother Lenders shall be promptly notified thereof. Upon any such resignation or removalremoval of Agent, the Majority Banks Required Lenders shall have the right to appoint a successor Agent. Provided no Event of Default exists, the appointment of a successor Agent that is not a Bank shall be subject to the prior approval of the Borrower which shall not be unreasonably withheld or delayed. Unless a Default or Event of Default shall have occurred and be continuing for a period of at least thirty (30) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9). If no successor Agent shall have been so appointed by the Majority Banks Required Lenders, and shall have accepted such appointment appointment, within thirty twenty (3020) days after the resignation or the Required Lenders’ removal of the retiring Agent's giving of notice of resignation, then the retiring or removed Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be one of Lenders, within ten (10) days. The Required Lenders or the resigning or removed Agent, as the case may be, shall upon the appointment of a financial institution having a rating of not less than A-2 or its equivalent by Standard & Poor's Corporationsuccessor Agent promptly so notify 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 or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent's removal, the provisions of this Agreement and the other Loan Documents 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 Agent.

Resignation or Removal of Agent. The Agent Any AGENT may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving sixty thirty (6030) days days’ prior written notice thereof to the Banks BORROWER and the BorrowerBANKS. The Required Banks Any AGENT also may remove BKB as Agent if BKB assigns fifty percent be removed at any time by the REQUIRED BANKS upon thirty (50%30) or more of its Commitment Percentage and Commitment to an Eligible Assigneedays’ prior notice. Upon any such Such resignation or removal, the Majority Banks removal shall have the right to appoint a successor Agent. Provided no Event of Default exists, take effect upon the appointment of a successor Agent that AGENT, in accordance with this Section 8.6. Upon any notice of resignation by any AGENT or upon the removal of any AGENT by the REQUIRED BANKS, the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (not a Bank shall be subject to the prior approval of the Borrower which shall not be unreasonably withheld or delayed. Unless ) of BORROWER, appoint a Default or Event of Default successor to such AGENT hereunder and under each other LOAN DOCUMENT who shall have occurred be a commercial bank having a combined capital and be continuing for a period surplus of at least thirty Two Hundred Fifty Million and No/100ths Dollars (30) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9$250,000,000.00). If no successor Agent shall have AGENT has been so appointed by the Majority Banks and shall have accepted such appointment BANKS within thirty (30) days after the retiring Agent's giving of date such notice of resignationresignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, then any BANK may petition any court of competent jurisdiction for the retiring Agent mayappointment of a successor AGENT. Such court may thereupon, on behalf of the Banksafter such notice, if any, as it may deem proper, appoint a successor AgentAGENT, which as applicable, who shall be serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a financial institution having a rating of not less than A-2 or its equivalent by Standard & Poor's Corporationsuccessor AGENT, as provided above. Upon the acceptance of any a successor’s appointment as Agent hereunder by a successor Agentan AGENT hereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agentor removed AGENT, and the retiring Agent or removed AGENT shall be discharged from all of its duties and obligations hereunderhereunder or under the other LOAN DOCUMENTS. After the retirement or removal of any retiring Agent's resignation or Agent's removalAGENT hereunder and under the other LOAN DOCUMENTS, the provisions of this Agreement and the other Loan Documents Section 9 shall continue in effect for the benefit of such retiring or removed AGENT, its benefit sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by it any of them while it the retiring AGENT was acting as AgentAGENT. If a retiring or removed AGENT is the ACCOUNTS BANK, such ACCOUNTS BANK will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor ACCOUNTS BANK, and the ACCOUNTS BANK and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the ACCOUNTS BANK with respect thereto to the successor ACCOUNTS BANK. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENT.

Resignation or Removal of Agent. The Agent may resign at any time (a) give notice of its resignation to the Lenders, the L/C Issuer and the Borrower or (b) be removed by giving sixty (60) days written notice of the Requisite Lenders with the prior written notice thereof to consent of the Banks and Borrower if the Borrower. The Required Banks may remove BKB as Agent if BKB assigns fifty percent (50%) engages in gross negligence or more willful misconduct in the performance of its Commitment Percentage duties under the Loan Documents, as determined by a court of competent jurisdiction by a final and Commitment to an Eligible Assignee. Upon any non-appealable judgment, and such resignation or removal, removal shall become effective upon the Majority Banks shall have the right to appoint a successor Agent. Provided no Event earlier of Default exists, the appointment of a successor Agent that is not (and acceptance of such appointment by such successor) as set forth below or 30 days after the delivery of such notice of resignation by the Agent or such notice of removal by the Requisite Lenders, as applicable. The Agent shall also submit a Bank shall be subject to notice of resignation at the prior approval request of the Borrower which shall not be unreasonably withheld Requisite Lenders if the Agent assigns all of its Commitments and Loans pursuant to §18. Upon receipt of any such notice of resignation or delayed. Unless a Default or Event delivery of Default such notice of removal, the Requisite Lenders shall have occurred and be continuing for a period of at least thirty (30) days after written notice thereof from the Agent to right, in consultation with the Borrower, such successor Agent 2076882.7 to appoint a successor, which shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only an Eligible Institution bank with an office in the event United States, or an Affiliate of a pending appointment of successor Agent, and applies only for any such bank with an office in the purposes of this Section 16.9)United States. If no such successor Agent shall have been so appointed by the Majority Banks Requisite Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of Agent gives notice of resignationits resignation or the Agent receives notice of its removal from the Requisite Lenders, then the retiring or removed Agent may, may on behalf of the BanksLenders and the L/C Issuer, appoint a successor AgentAgent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders in writing that no qualifying Person has accepted such appointment, which then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent (except any Agent fees, and a financial institution having pro-rated portion of any such fees paid in advance to the Agent which relate to any period after resignation shall be promptly refunded to the Borrower) shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Requisite Lenders appoint a rating of not less than A-2 or its equivalent by Standard & Poor's Corporationsuccessor Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as Agent hereunder by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). 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 the retiring Agent's ’s resignation or Agent's removalremoval hereunder and under the other Loan Documents, the provisions of this Agreement Article and the other Loan Documents §15 shall continue in effect for the benefit of such retiring or removed 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 the retiring or removed Agent was acting as Agent. Any resignation or removal by Capital One, as Agent pursuant to this Section shall also constitute its resignation or removal as L/C Issuer. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed L/C Issuer, (b) the retiring or removed L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring or removed L/C Issuer to effectively assume the obligations of the retiring or removed L/C Issuer with respect to such Letters of Credit.

Resignation or Removal of Agent. The Agent may resign ------------------------------- at any time by giving sixty (60) days prior written notice thereof to the Banks Lenders, the Lessor and the Borrower. The Company and may be removed at any time with or without cause by the Required Banks may remove BKB as Agent if BKB assigns fifty percent (50%) or more of its Commitment Percentage and Commitment to an Eligible AssigneeLenders. Upon any such resignation or removal, the Majority Banks Required Lenders shall have the right to appoint a successor Agent. Provided Agent with the Company's prior consent, which consent shall in no Event of Default existsevent be unreasonably withheld, provided that such consent ------------- by the appointment of a successor Agent that is not a Bank shall be subject to the prior approval of the Borrower which Company shall not be unreasonably withheld or delayed. Unless required in the event that (i) a Default or Event of Default shall have occurred and be continuing for a period of at least thirty is in existence, or (30ii) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event is then a Lender or an Affiliate of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9)Lender. If no successor Agent shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Lenders' removal of the retiring Agent, then the such retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution Lender and a commercial bank organized, or authorized to conduct a banking business, under the laws of the United States of America or of any State thereof and having a rating combined capital and surplus of not less than A-2 or its equivalent by Standard & Poor's Corporationat least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such each successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the Operative Documents. After any retiring Agent's resignation or removal hereunder as Agent's removal, the provisions of this Agreement and the other Loan Documents Article XI shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as AgentAgent under this Agreement.

Resignation or Removal of Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided below, (i) Administrative Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks Lenders and Borrower, (ii) Administrative Agent may be removed at any time with or without cause by the Borrower. The Required Banks Lenders and (iii) Administrative Agent may remove BKB as be removed by Lenders holding at least 50% of the aggregate unpaid principal amount of the Loans (the "Majority Lenders") in the event of Administrative Agent's gross negligence or willful misconduct or a material breach by Administrative Agent if BKB assigns fifty percent (50%) or more in the performance of its Commitment Percentage and Commitment to an Eligible Assigneeobligations under the terms of this Agreement, which gross negligence, willful misconduct or material breach is not cured or discontinued by Administrative Agent with reasonable promptness following its receipt of written notice of such breach from one of the Lenders. Upon any such resignation or removal, the Required Lenders (or, in the case of a removal under clause (iii) of this Section 11.09, the Majority Banks Lenders) shall have the right to appoint a successor Administrative Agent. Provided no Event of Default exists, the appointment of a which successor Administrative Agent that is not a Bank shall be subject approved by Borrower (such approval not to the prior approval of the Borrower which shall not be unreasonably withheld or delayed. Unless a Default or delayed and provided, however, that if an Event of Default shall have occurred and be continuing for a period exist, no such consent of at least thirty (30) days after written notice thereof from the Agent to the Borrower, such successor Agent Borrower shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9required). If no successor Administrative Agent shall have been so appointed by the Required Lenders (or, in the case of a removal under clause (iii) of this Section 11.09, the Majority Banks and Lenders) or shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent's giving of notice of resignationresignation or the Required Lenders' or the Majority Lenders', as the case may be, removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the BanksLenders, appoint a successor Administrative Agent, which shall be a bank or other financial institution having that has an office in New York, New York and that has a rating combined capital and surplus of at least $50,000,000 and that shall be approved by Borrower (such approval not less than A-2 to be unreasonably withheld or its equivalent by Standard & Poor's Corporationdelayed and provided, however, that if an Event of Default shall exist, no such consent of Borrower shall be required). 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 resignation or removal hereunder as Administrative Agent's removal, the provisions of this Agreement and the other Loan Documents 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 Administrative Agent.

Resignation or Removal of Agent. The Agent Any AGENT may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving sixty thirty (6030) days days’ prior written notice thereof to the Banks BORROWER and the BorrowerBANKS. The Required Banks Any AGENT also may remove BKB as Agent if BKB assigns fifty percent be removed at any time by the REQUIRED BANKS upon thirty (50%30) or more of its Commitment Percentage and Commitment to an Eligible Assigneedays’ prior notice. Upon any such Such resignation or removal, the Majority Banks removal shall have the right to appoint a successor Agent. Provided no Event of Default exists, take effect upon the appointment of a successor Agent that AGENT, in accordance with this Section 9.6. Upon any notice of resignation by any AGENT or upon the removal of any AGENT by the REQUIRED BANKS, the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (not a Bank shall be subject to the prior approval of the Borrower which shall not be unreasonably withheld or delayed. Unless ) of BORROWER, appoint a Default or Event of Default successor to such AGENT hereunder and under each other LOAN DOCUMENT who shall have occurred be a commercial bank having a combined capital and be continuing for a period surplus of at least thirty Two Hundred Fifty Million and No/100ths Dollars (30$250,000,000.00) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9). If no successor Agent shall have AGENT has been so appointed by the Majority Banks and shall have accepted such appointment BANKS within thirty (30) days after the retiring Agent's giving of date such notice of resignationresignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, then any BANK may petition any court of competent jurisdiction for the retiring Agent mayappointment of a successor AGENT. Such court may thereupon, on behalf of the Banksafter such notice, if any, as it may deem proper, appoint a successor AgentAGENT, which as applicable, who shall be serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a financial institution having a rating of not less than A-2 or its equivalent by Standard & Poor's Corporationsuccessor AGENT, as provided above. Upon the acceptance of any a successor’s appointment as Agent hereunder by a successor Agentan AGENT hereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agentor removed AGENT, and the retiring Agent or removed AGENT shall be discharged from all of its duties and obligations hereunderhereunder or under the other LOAN DOCUMENTS. After the retirement or removal of any retiring Agent's resignation or Agent's removalAGENT hereunder and under the other LOAN DOCUMENTS, the provisions of this Agreement and the other Loan Documents Section 9 shall continue in effect for the benefit of such retiring or removed AGENT, its benefit sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by it any of them while it the retiring AGENT was acting as AgentAGENT. If a retiring or removed AGENT is the ACCOUNTS BANK, such ACCOUNTS BANK will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor ACCOUNTS BANK, and the ACCOUNTS BANK and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the ACCOUNTS BANK with respect thereto to the successor ACCOUNTS BANK. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENT.

Resignation or Removal of Agent. The Agent may resign If at any time by giving sixty (60) days prior Agent deems it advisable, in its sole discretion, it may submit to each of the Lenders a written notice thereof to the Banks notification of its resignation as Agent under this Agreement and the BorrowerSecurity Documents, such resignation to be effective on the thirtieth (30th) day after the date of such notice. The Required Banks Agent may remove BKB as Agent if BKB assigns fifty percent (50%) be removed at any time, with or more without cause, by vote of its Commitment Percentage and Commitment to an Eligible Assigneethe Majority Lenders. Upon any such resignation or removal, the Majority Banks Lenders shall have the right to appoint a successor Agent. Provided no Event of Default exists, Agent from among the appointment of a successor Agent that is not a Bank shall be subject to the prior approval of the Borrower which shall not be unreasonably withheld or delayed. Unless a Default or Event of Default shall have occurred and be continuing for a period of at least thirty (30) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9)Lenders. If no successor Agent shall have been so appointed by the Majority Banks Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which successor Agent shall be either an existing Lender or a financial institution commercial bank organized under the laws of the United States of America or of any State thereof and having a rating combined capital and surplus of at least $100,000,000, and which successor Agent (if not less than A-2 or its equivalent by Standard & Poor's Corporationalso a Lender), if no event of default on the part of Borrower shall have occurred and be continuing, shall be reasonably satisfactory 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 hereunderunder this Agreement. Borrower and the Lenders shall execute such documents as shall be necessary to effect such appointment. After any retiring Agent's resignation or hereunder as Agent's removal, the provisions of this Agreement and the other Loan Documents Section 9.7 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as AgentAgent under this Agreement.

Resignation or Removal of Agent. The Agent may resign at any time (a) give notice of its resignation to the Lenders, the L/C Issuers and the Borrower or (b) be removed by giving sixty (60) days prior written notice thereof to of the Banks and Requisite Lenders with the Borrower. The Required Banks may remove BKB as consent of the Borrower if the Agent if BKB assigns fifty percent (50%) engages in gross negligence or more willful misconduct in the performance of its Commitment Percentage duties under the Loan Documents, as determined by a court of competent jurisdiction by a final and Commitment to an Eligible Assignee. Upon any non-appealable judgment, and such resignation or removal, removal shall become effective upon the Majority Banks shall have the right to appoint a successor Agent. Provided no Event earlier of Default exists, the appointment of a successor Agent that is not a Bank shall be subject to the prior approval (and acceptance of the Borrower which shall not be unreasonably withheld such appointment by such successor) as set forth below or delayed. Unless a Default or Event of Default shall have occurred and be continuing for a period of at least thirty (30) days after written the delivery of such notice thereof from of resignation by the Agent or such notice of removal by the Requisite Lenders, as applicable. The Agent shall also submit a notice of resignation at the request of the Requisite Lenders if the Agent assigns all of its Commitments and Loans pursuant to §18. Upon receipt of any such notice of resignation or delivery of such notice of removal, the Requisite Lenders shall have the right, in consultation with the Borrower, such successor Agent to appoint a successor, which shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only a bank with an office in the event United States, or an Affiliate of a pending appointment of successor Agent, and applies only for any such bank with an office in the purposes of this Section 16.9)United States. If no such successor Agent shall have been so appointed by the Majority Banks Requisite Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of Agent gives notice of resignationits resignation or the Agent receives notice of its removal from the Requisite Lenders, then the retiring or removed Agent may, may on behalf of the BanksLenders and the L/C Issuers, appoint a successor AgentAgent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, which then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent (except any Agent fees, and a financial institution having pro-rated portion of any such fees paid in advance to the Agent which relate to any period after resignation shall be promptly refunded to the Borrower) shall instead be made by or to each Lender and each L/C Issuer directly, until such time as the Requisite Lenders appoint a rating of not less than A-2 or its equivalent by Standard & Poor's Corporationsuccessor Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as the Agent hereunder by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). 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 the retiring Agent's ’s resignation or Agent's removalremoval hereunder and under the other Loan Documents, the provisions of this Agreement Article and the other Loan Documents §15 shall continue in effect for the benefit of such retiring or removed 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 (i) while it the retiring or removed Agent was acting as the Agent and (ii) after such resignation or removal for so long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Agent. Any resignation or removal by Bank of America as the Agent pursuant to this Section shall also constitute its resignation or removal as an L/C Issuer. Upon the acceptance of a successor’s appointment as the Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of Bank of America as a retiring or removed L/C Issuer, (b) Bank of America shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents as an L/C Issuer, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, issued by Bank of America and outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

Resignation or Removal of Agent. The Agent Any AGENT may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving sixty thirty (6030) days days’ prior written notice thereof to the Banks BORROWER and the BorrowerBANKS. The Required Banks Any AGENT also may remove BKB as Agent if BKB assigns fifty percent be removed at any time by the REQUIRED BANKS upon thirty (50%30) or more of its Commitment Percentage and Commitment to an Eligible Assigneedays’ prior notice. Upon any such Such resignation or removal, the Majority Banks removal shall have the right to appoint a successor Agent. Provided no Event of Default exists, take effect upon the appointment of a successor Agent that AGENT, in accordance with this Section 9.6. Upon any notice of resignation by any AGENT or upon the removal of any AGENT by the REQUIRED BANKS, the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (not a Bank shall be subject to the prior approval of the Borrower which shall not be unreasonably withheld or delayed. Unless ) of BORROWER, appoint a Default or Event of Default successor to such AGENT hereunder and under each other LOAN DOCUMENT who shall have occurred be a commercial bank having a combined capital and be continuing for a period surplus of at least thirty Two Hundred Fifty Million and No/100ths Dollars (30) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9$250,000,000.00). If no successor Agent shall have AGENT has been so appointed by the Majority Banks and shall have accepted such appointment BANKS within thirty (30) days after the retiring Agent's giving of date such notice of resignationresignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, then any BANK may petition any court of competent jurisdiction for the retiring Agent mayappointment of a successor AGENT. Such court may thereupon, on behalf of the Banksafter such notice, if any, as it may deem proper, appoint a successor AgentAGENT, which as applicable, who shall be serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a financial institution having a rating of not less than A-2 or its equivalent by Standard & Poor's Corporationsuccessor AGENT, as provided above. Upon the acceptance of any a successor’s appointment as Agent hereunder by a successor Agentan AGENT hereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agentor removed AGENT, and the retiring Agent or removed AGENT shall be discharged from all of its duties and obligations hereunderhereunder or under the other LOAN DOCUMENTS. After the retirement or removal of any retiring Agent's resignation or Agent's removalAGENT hereunder and under the other LOAN DOCUMENTS, the provisions of this Agreement and the other Loan Documents Section 9 shall continue in effect for the benefit of such retiring or removed AGENT, its benefit sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by it any of them while it the retiring AGENT was acting as AgentAGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect thereto to the successor COLLATERAL AGENT. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENT.

Resignation or Removal of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks Holders, the Borrower and the Borrower. The Required Banks Security Trustee, and the Agent may remove BKB as Agent if BKB assigns fifty percent (50%) be removed at any time with or more without cause by the Majority in Interest of its Commitment Percentage and Commitment to an Eligible AssigneeHolders. Upon any such resignation or removal, the Majority Banks in Interest of Holders (with, so long as no Event of Default has occurred and is continuing, the consent of the Borrower, not to be unreasonably withheld) shall have the right to appoint a successor Agent. Provided no Event of Default exists, the appointment of a successor Agent that is not a Bank shall be subject to the prior approval of the Borrower which shall not be unreasonably withheld or delayed. Unless a Default or Event of Default shall have occurred and be continuing for a period of at least thirty (30) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9). If no successor Agent shall have been so appointed by the Majority Banks in Interest of Holders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's ’s giving of notice of resignationresignation or the Majority in Interest of Holders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Banksholders of Loan Certificates, appoint a successor Agent, which shall be a financial institution having a rating of not less than A-2 or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's ’s resignation or removal hereunder as Agent's removal, the provisions of this Agreement and the other Loan Documents Section 19 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. Unless an Event of Default has occurred and is continuing, a successor Agent shall be reasonably acceptable to the Borrower. * * * 45 [Facility Agreement [Atias/747-8F 2011]] IN WITNESS WHEREOF, the parties hereto have caused this Facility Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written. ATLAS AIR, INC., as Borrower By: /s/ Xxxxxx X. XxXxxxxx Vice President & Treasurer BANK OF UTAH, as Security Trustee By: /s/ Xxxxx Xxxx Its: Vice President NORDDEUTSCHE LANDESBANK GIROZENTRALE, as a Loan Participant and as Agent By: /s/ Xxxxxx Xxxxxx Its: Managing Director By: /s/ Xxxxx Xxxxxxxx Its: Vice President CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Loan Participant By: /s/ Xxxxx Xxxxxxx Its: Managing Director By: /s/ Xxxxxxx Xxxxx Its: Director BNP PARIBAS, as a Loan Participant By: /s/ Xxxxxx Xxxxx Its: Director Transportation Group Aviation Finance By: /s/ Xxxxxxxxx Xxxxx Its: Associate DEKABANK DEUTSCHE GIROZENTRALE, as a Loan Participant By: /s/ Xxxxxxxx Xxxxx Its: Xxxxxxxx Xxxxx, Executive Director By: /s/ Xxxx Xxxxxx Its: Xxxx Xxxxxx, Authorized Officer

Resignation or Removal of Agent. (a) The Agent may resign at any time by giving sixty (60) not less than 10 days prior written notice thereof to the Banks and the BorrowerBorrowers, and the Agent may be removed at any time with or without cause by the Majority Banks upon not less than 10 days prior written notice thereof executed by the Majority Banks and delivered to the Banks, the Agent and the Borrowers. The Required In the event of any such resignation by Fleet, LaSalle National Bank shall, without further action being required hereunder, become the successor Agent. For purposes of this Section 9.8, in the event that one or more Banks may remove BKB as Agent abstains or otherwise chooses not to participate the selection of any successor Agent, the term Majority Banks shall be deemed to mean Banks having the same percentage of the aggregate amount of the Commitments (if BKB assigns fifty percent (50%no Loans are then outstanding hereunder) or the Loans (if any Loan is then outstanding hereunder), as the case may be, as if the abstaining Bank's Commitment or Loans, as the case may be, were not included, so that in no event shall the abstention of one or more Banks cause the voting percentage necessary to constitute the Majority Banks amongst those Banks voting to be higher than if the abstaining Bank or Banks had not abstained. Each of its Commitment Percentage the Borrowers, the Banks and Commitment to an Eligible Assigneethe retiring Agent shall at the Borrowers' joint and several expense thereupon execute and deliver Uniform Commercial Code statements reflecting such change. Upon any such resignation or removalremoval of the Agent, the Majority Banks shall have the right to appoint a successor Agent. Provided no Event of Default exists, the appointment of a successor Agent that is not a Bank shall be subject to the prior approval of the Borrower which shall not be unreasonably withheld or delayed. Unless a Default or Event of Default shall have occurred and be continuing for a period of at least thirty (30) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9). If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) 30 days after the Majority Banks' removal of the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, after consultation with the Borrowers, appoint a successor Agent, Agent which shall be a financial institution having a rating one of not less than A-2 or its equivalent by Standard & Poor's Corporationthe Banks. 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's removal, the provisions of this Agreement and the other Loan Documents Article 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. The Required Banks , and the Agent may remove BKB as Agent if BKB assigns fifty percent (50%) be removed at any time with or more of its Commitment Percentage and Commitment to an Eligible Assigneewithout cause by the Majority Banks. Upon any such resignation or removal, the Majority Banks shall have the right to appoint a successor Agent. Provided no Event of Default exists, the appointment of a successor Agent that is not a Bank shall be subject to the prior approval of the Borrower which shall not be unreasonably withheld or delayed. Unless a Default or Event of Default shall have occurred and be continuing for a period of at least thirty (30) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9). If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignationresignation or the Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having bank which has an office in the United States of America, with a rating combined capital and surplus of at least $500,000,000, PROVIDED that if such successor Agent shall not less than A-2 or its equivalent by Standard & Poor's Corporationhave an office in New York, New York at which payments hereunder and notices delivered hereunder and under the Security Documents are to be made, then the parties hereto agree to effect such modifications to this Agreement and the Security 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's removal, the provisions of this Agreement and the other Loan Documents Section 10 shall continue in effect for its benefit in respect of any CREDIT AGREEMENT actions taken or omitted to be taken by it while it was acting as the Agent.

Resignation or Removal of Agent. The Agent may resign at any time (a) give notice of its resignation to the Lenders, the L/C Issuer and the Borrower or (b) be removed by giving sixty (60) days prior written notice thereof to of the Banks and Requisite Lenders with the Borrower. The Required Banks may remove BKB as consent of the Borrower if the Agent if BKB assigns fifty percent (50%) engages in gross negligence or more willful misconduct in the performance of its Commitment Percentage duties under the Loan Documents, as determined by a court of competent jurisdiction by a final and Commitment to an Eligible Assignee. Upon any non-appealable judgment, and such resignation or removal, removal shall become effective upon the Majority Banks shall have the right to appoint a successor Agent. Provided no Event earlier of Default exists, the appointment of a successor Agent that is not (and acceptance of such appointment by such successor) as set forth below or 30 days after the delivery of such notice of resignation by the Agent or such notice of removal by the Requisite Lenders, as applicable. The Agent shall also submit a Bank shall be subject to notice of resignation at the prior approval request of the Borrower which shall not be unreasonably withheld Requisite Lenders if the Agent assigns all of its Commitments and Loans pursuant to §18. Upon receipt of any such notice of resignation or delayed. Unless a Default or Event delivery of Default such notice of removal, the Requisite Lenders shall have occurred and be continuing for a period of at least thirty (30) days after written notice thereof from the Agent to right, in consultation with the Borrower, such successor Agent to appoint a successor, which shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only a bank with an office in the event United States, or an Affiliate of a pending appointment of successor Agent, and applies only for any such bank with an office in the purposes of this Section 16.9)United States. If no such successor Agent shall have been so appointed by the Majority Banks Requisite Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of Agent gives notice of resignationits resignation or the Agent receives notice of its removal from the Requisite Lenders, then the retiring or removed Agent may, may on behalf of the BanksLenders and the L/C Issuer, appoint a successor AgentAgent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, which then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent (except any Agent fees, and a financial institution having pro-rated portion of any such fees paid in advance to the Agent which relate to any period after resignation shall be promptly refunded to the Borrower) shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Requisite Lenders appoint a rating of not less than A-2 or its equivalent by Standard & Poor's Corporationsuccessor Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as Agent hereunder by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). 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 the retiring Agent's ’s resignation or Agent's removalremoval hereunder and under the other Loan Documents, the provisions of this Agreement Article and the other Loan Documents §15 shall continue in effect for the benefit of such retiring or removed 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 the retiring or removed Agent was acting as Agent. Any resignation or removal by Bank of America as Agent pursuant to this Section shall also constitute its resignation or removal as L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed L/C Issuer and Swingline Lender, (b) the retiring or removed L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring or removed L/C Issuer to effectively assume the obligations of the retiring or removed L/C Issuer with respect to such Letters of Credit.

Resignation or Removal of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. The , and the Agent may be removed at any time with or without cause by the Required Banks; provided, that the Borrower and the other Banks may remove BKB as Agent if BKB assigns fifty percent (50%) or more of its Commitment Percentage and Commitment to an Eligible Assigneeshall be promptly notified thereof. Upon any such resignation or removal, the Majority Required Banks shall have the right to appoint a successor Agent. Provided no Event of Default exists, the appointment of a successor Agent that is not a Bank who shall be subject to any Bank or any commercial bank organized under the prior approval laws of the Borrower United Stated of America, any state thereof, or the District of Columbia, which shall not be unreasonably withheld or delayed. Unless has a Default or Event of Default shall have occurred combined capital and be continuing for a period surplus of at least thirty (30) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice $250,000,000 and time to cure will be provided by the Agent only an office in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9)New York City. If no successor Agent shall have been so appointed by the Majority Required Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent. The Required Banks or the retiring Agent, which as the case may be, shall be upon the appointment of a financial institution having a rating of not less than A-2 or its equivalent by Standard & Poor's Corporationsuccessor Agent promptly so notify the Borrower and the other Banks. 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's removal, the provisions of this Agreement and the other Loan Documents 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. (a) The Agent may resign at any time by giving sixty (60) days prior give written notice thereof of its resignation to the Banks Lenders and the Lead Borrower. The Required Banks may remove BKB as Agent if BKB assigns fifty percent (50%) or more Upon receipt of its Commitment Percentage and Commitment to an Eligible Assignee. Upon any such resignation or removalnotice of resignation, the Majority Banks Required Lenders shall have the right right, in consultation with the Lead Borrower, to appoint a successor Agent. Provided no Event successor, which shall be (i) a bank with an office in the United States, or an Affiliate of Default existsany such bank with an office in the United States, the appointment (ii) a Lender, an Affiliate of a successor Agent Lender or an Approved Fund with respect to a Lender, or (iii) such other Person that is not a Bank shall be subject to the prior approval of the Borrower which shall not be unreasonably withheld or delayed. Unless a Default or Event of Default shall have occurred and be continuing for a period of at least thirty (30) days after written notice thereof from the Agent to the Borrower, such successor Agent shall may be reasonably acceptable to the Borrower (such notice Required Lenders and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9)Lead Borrower. If no such successor Agent shall have been so appointed by the Majority Banks Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of Agent gives notice of its resignation, then the retiring Agent may, may on behalf of the BanksLenders, appoint a successor AgentAgent meeting the qualifications set forth above; provided that if the Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such appointment, which then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a financial institution having successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a rating of not less than A-2 or its equivalent by Standard & Poor's Corporationsuccessor Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as Agent hereunder by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Lead Borrower and such successor. After any the retiring Agent's ’s resignation or Agent's removalhereunder and under the other Loan Documents, the provisions of this Agreement Article and the other Loan Documents Section 10.04 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 the retiring Agent was acting as AgentAgent hereunder.

Resignation or Removal of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower, and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks shall be promptly notified thereof. The Chase shall be deemed removed as Agent by the Required Banks may remove BKB at such time as Agent if BKB assigns fifty percent (50%) or more the aggregate of the Commitment Proportions of Chase and its Affiliates is less than 35% of the aggregate Commitment Percentage and Commitment to an Eligible AssigneeProportions of the Banks hereunder; provided, however, that such removal shall only be deemed effective upon the appointment of a successor Agent. Upon any such resignation or removal, the Majority Required Banks shall have the right to appoint a successor Agent. Provided no Event of Default exists, the appointment of a successor Agent that is not a Bank shall be subject to the prior approval of the Borrower which shall not be unreasonably withheld or delayed. Unless a Default or Event of Default shall have occurred and be continuing for a period of at least thirty (30) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9). If no successor Agent shall have been so appointed by the Majority Required Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having bank which has an office in New York, New York. The appointment of any bank which is not then a rating party hereto shall be subject to the approval of the Borrower, which shall not less than A-2 be unreasonably withheld or its equivalent by Standard & Poor's Corporationfrom among the Banks which are parties hereto. The Required 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 Banks. 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's removal, the provisions of this Agreement and the other Loan Documents 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. The Either Agent may may, and at the request of the Required Banks shall, resign at any time by giving sixty (60) days prior written as an Agent upon 30 days' notice thereof to the Banks and Banks. If the Borrower. The Administrative Agent resigns, the Required Banks may remove BKB shall, with (so long as Agent if BKB assigns fifty percent (50%) or more of its Commitment Percentage and Commitment to an Eligible Assignee. Upon any such resignation or removal, the Majority Banks shall have the right to appoint a successor Agent. Provided no Event of Default exists, ) the appointment of a successor Agent that is not a Bank shall be subject to the prior approval consent of the Borrower Company (which shall not be unreasonably withheld or delayed. Unless ), appoint from among the Banks a Default or Event of Default shall have occurred and be continuing for a period of at least thirty (30) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only administrative agent for the purposes of this Section 16.9)Banks. If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent shall have been so appointed by may appoint, after consulting with the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignationCompany, then the retiring Agent may, on behalf of a successor administrative agent from among the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A-2 or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any its appointment as Agent hereunder by a successor Agentadministrative agent hereunder, such successor Agent administrative agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring resigning Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent, and the retiring resigning Administrative Agent's appointment, powers and duties as Administrative Agent shall be discharged from its duties and obligations hereunderterminated. After any retiring Agent's resignation or hereunder as an Agent's removal, the provisions of this Agreement Section 13 and the other Loan Documents Sections 14.6 and 14.11 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 an Agent under this Agreement. If the Administrative Agent resigns or is removed and no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following the resigning Administrative Agent.'s notice of resignation, the resigning Administrative Agent's resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Banks appoint a successor administrative agent as provided for above. Notwithstanding the foregoing, M&I may not be required to resign as the Administrative Agent at the request of the Required Banks unless M&I shall also simultaneously be replaced as an "Issuing Bank" and the "Swing Line Bank" hereunder pursuant to documentation in form and substance reasonably satisfactory to M&I.

Resignation or Removal of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Issuing Bank, the Banks and the Borrower. The , and the Agent may be removed at any time with or without cause by Banks having at least 60% of the aggregate amount of the Commitments (the "Special Purpose Required Banks"); provided that the Borrower, the Issuing Bank and the other Banks may remove BKB as Agent if BKB assigns fifty percent (50%) or more of its Commitment Percentage and Commitment to an Eligible Assigneeshall be promptly notified thereof. Upon any such resignation or removal, the Majority Special Purpose Required Banks shall have the right to appoint a successor Agent. Provided no Event of Default exists, the appointment of a successor Agent that is not a Bank shall be subject to the prior approval of the Borrower which shall not be unreasonably withheld or delayed. Unless a Default or Event of Default shall have occurred and be continuing for a period of at least thirty (30) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9). If no successor Agent shall have been so appointed by the Majority Special Purpose Required Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignationresignation or the Special Purpose Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution commercial bank which has an office in New York, New York having a rating minimum capital and surplus of not less than A-2 $500,000,000. The Special Purpose Required Banks or its equivalent by Standard & Poor's Corporationthe retiring Agent, as the case may be, shall upon the appointment of a successor Agent promptly so notify the Borrower, the Issuing Bank and the other Banks. 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 and after the date of such succession from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent's removal, the provisions of this Agreement and the other Loan Documents 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. The retiring Agent shall pay to the successor Agent its pro-rated portion of any agency fee that had been paid for such year.

Resignation or Removal of Agent. The Agent (a) may resign at any time by giving sixty (60) days prior written notice thereof to the Banks Lenders, Guarantor and the Borrower. The Required Banks , and (b) may remove BKB not be removed as Agent if BKB assigns fifty percent unless Lenders (50%other than Agent and other than any Lender then in defauxx) xxlding no less than 75% of the Commitments vote in favor of such removal, or, in the case of a removal due to a material breach of or material default in Agent's obligations under this Article VII that shall not have been cured within thirty (30) days after written notice to Agent, may not be removed as Agent unless Lenders holding no less than 75% of the Commitments, excluding thx Xxxxitment of Agent, vote in favor of such removal, provided, however, that in no event may the Agent be removed unless two (2) or more Lenders vote in favor of its Commitment Percentage and Commitment to an Eligible Assigneesuch removal. Upon any such resignation or removal, the Majority Banks Lenders (by majority vote and including KCCI, based upon their respective outstanding Commitments) shall have the right to appoint a successor Agent. Provided no Event of Default exists, the appointment of a successor Agent that is not a Bank shall be subject to the prior approval rights of the Borrower which shall not be unreasonably withheld or delayed. Unless a Default or Event of Default shall have occurred and be continuing for a period of at least thirty (30Guarantor set forth in 7.14(b) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9)hereof. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment Lenders within thirty (30) 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which . Any successor Agent shall be a financial institution having bank which is reasonably acceptable to Borrower (and Guarantor, as provided in Section 7.14(b) hereof) xxx xxxxh has a rating combined capital and surplus of not less than A-2 or its equivalent by Standard & Poor's Corporationat 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 or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunderhereunder for matters occurring after the successor Agent takes over. After any retiring Agent's resignation or removal hereunder as Agent's removal, the provisions of this Agreement and the other Loan Documents Article 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 AgentAgent hereunder.

Resignation or Removal of Agent. The Agent (a) may resign at any time by giving sixty (60) days prior written notice thereof to the Banks Lenders, Guarantor and the Borrower. The Required Banks , and (b) may remove BKB not be removed as Agent if BKB assigns fifty percent unless Lenders (50%other than Agent and other than any Lender then in default) holding no less than 75% of the Commitments vote in favor of such removal, or, in the case of a removal due to a material breach of or material default in Agent's obligations under this Article VII that shall not have been cured within thirty (30) days after written notice to Agent, may not be removed as Agent unless Lenders holding no less than 75% of the Commitments, excluding the Commitment of Agent, vote in favor of such removal, provided, however, that in no event may the Agent be removed unless two (2) or more Lenders vote in favor of its Commitment Percentage and Commitment to an Eligible Assigneesuch removal. Upon any such resignation or removal, the Majority Banks Lenders (by majority vote and including KCCI, based upon their respective outstanding Commitments) shall have the right to appoint a successor Agent. Provided no Event of Default exists, the appointment of a successor Agent that is not a Bank shall be subject to the prior approval rights of the Borrower which shall not be unreasonably withheld or delayed. Unless a Default or Event of Default shall have occurred and be continuing for a period of at least thirty (30Guarantor set forth in 7.14(b) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9)hereof. If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment Lenders within thirty (30) 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which . Any successor Agent shall be a financial institution having bank which is reasonably acceptable to Borrower (and Guarantor, as provided in Section 7.14(b) hereof) and which has a rating combined capital and surplus of not less than A-2 or its equivalent by Standard & Poor's Corporationat 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 or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunderhereunder for matters occurring after the successor Agent takes over. After any retiring Agent's resignation or removal hereunder as Agent's removal, the provisions of this Agreement and the other Loan Documents Article 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 AgentAgent hereunder.

Resignation or Removal of Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks Lenders and the Borrower, and the Agent may be removed at any time with or without cause by the Required Lenders. The Required Banks may remove BKB If a Lender which is serving as Agent if BKB assigns fifty percent (50%) or more all of its Commitment Percentage rights and Commitment interests hereunder pursuant to an Eligible AssigneeSection 9.08 hereof, such assignment shall operate as, and shall be deemed notice to the other Lenders and to the Borrower of, the Agent's resignation. Upon any such resignation or removal, the Majority Banks Required Lenders or their respective assignees shall have the right to appoint a successor Agent. Provided no Event of Default exists, the appointment of a successor Agent that is not a Bank shall be subject to the prior approval of the Borrower which shall not be unreasonably withheld or delayed. Unless a Default or Event of Default shall have occurred and be continuing for a period of at least thirty (30) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9). If no successor Agent shall have been so appointed by the Majority Banks Required Lenders or their respective assignees and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignation, the Required Lenders' removal of the retiring Agent, or the retiring Agent's notice of assignment, then the retiring Retiring Agent may, on behalf of the BanksLenders, appoint a successor Agent, which shall be a financial institution having a rating of not less than A-2 or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. Notwithstanding the foregoing, if each Lender shall assign all of its respective rights and interests hereunder pursuant to Section 9.08 hereof to the assignee or assignees, then such assignee or assignees, or their respective designee, shall automatically be deemed to be, and shall have all of the powers, rights and privileges of, the Agent as of the effective date of such assignment unless and until the Required Lenders remove such assignee or assignees as Agent and appoint a Successor Agent as provided above. After any retiring Agent's resignation or removal hereunder as Agent's removal, the provisions of this Agreement and the other Loan Documents Article 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 Agentthe Agent hereunder.

Resignation or Removal of Agent. The Agent Any AGENT may resign from the performance of all of its functions and duties hereunder and/or under the other LOAN DOCUMENTS at any time by giving sixty thirty (6030) days days’ prior written notice thereof to the Banks BORROWER and the BorrowerBANKS. The Required Banks Any AGENT also may remove BKB as Agent if BKB assigns fifty percent be removed at any time by the REQUIRED BANKS upon thirty (50%30) or more of its Commitment Percentage and Commitment to an Eligible Assigneedays’ prior notice. Upon any such Such resignation or removal, the Majority Banks removal shall have the right to appoint a successor Agent. Provided no Event of Default exists, take effect upon the appointment of a successor Agent that AGENT, in accordance with this Section 9.6. Upon any notice of resignation by any AGENT or upon the removal of any AGENT by the REQUIRED BANKS, the BANKS shall, so long as no EVENT OF DEFAULT has occurred and is continuing, with the consent (not a Bank shall be subject to the prior approval of the Borrower which shall not be unreasonably withheld or delayed. Unless ) of BORROWER, appoint a Default or Event of Default successor to such AGENT hereunder and under each other LOAN DOCUMENT who shall have occurred be a commercial bank having a combined capital and be continuing for a period surplus of at least thirty Two Hundred Fifty Million and No/100ths Dollars (30) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9$250,000,000.00). If no successor Agent shall have AGENT has been so appointed by the Majority Banks and shall have accepted such appointment BANKS within thirty (30) days after the retiring Agent's giving of date such notice of resignationresignation was given by such AGENT or the REQUIRED BANKS elected to remove such AGENT, then any BANK may petition any court of competent jurisdiction for the retiring Agent mayappointment of a successor AGENT. Such court may thereupon, on behalf of the Banksafter such notice, if any, as it may deem proper, appoint a successor AgentAGENT, which as applicable, who shall be serve as such AGENT, hereunder and under each other LOAN DOCUMENT until such time, if any, as the BANKS appoint a financial institution having a rating of not less than A-2 or its equivalent by Standard & Poor's Corporationsuccessor AGENT, as provided above. Upon the acceptance of any a successor’s appointment as Agent hereunder by a successor Agentan AGENT hereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agentor removed AGENT, and the retiring Agent or removed AGENT shall be discharged from all of its duties and obligations hereunderhereunder or under the other LOAN DOCUMENTS. After the retirement or removal of any retiring Agent's resignation or Agent's removalAGENT hereunder and under the other LOAN DOCUMENTS, the provisions of this Agreement and the other Loan Documents Section 9 shall continue in effect for the benefit of such retiring or removed AGENT, its benefit sub-agents and their respective affiliates and subsidiaries in respect of any actions taken or omitted to be taken by it any of them while it the retiring AGENT was acting as AgentAGENT. If a retiring or removed AGENT is the ACCOUNTS BANK, such ACCOUNTS BANK will promptly transfer all of the deposit accounts and security accounts of BORROWER relating to this AGREEMENT to the possession or control of the successor ACCOUNTS BANK, and the ACCOUNTS BANK and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the ACCOUNTS BANK with respect thereto to the successor ACCOUNTS BANK. If a retiring or removed AGENT is the COLLATERAL AGENT, such COLLATERAL AGENT will promptly transfer any collateral for the LOANS in the possession or control of such COLLATERAL AGENT to the successor COLLATERAL AGENT, and the COLLATERAL AGENT and BORROWER will execute and deliver such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the COLLATERAL AGENT with respect to such collateral property for the LOANS to the successor COLLATERAL AGENT.

Resignation or Removal of Agent. The Canadian Imperial Bank of Commerce, New York Agency (or any other Agent hereunder), may resign as the Agent at any time by giving sixty ten (6010) days days' prior written notice thereof to the Banks Lenders and the Borrower. The Required Banks may remove BKB as Agent if BKB assigns fifty percent (50%) or more of its Commitment Percentage and Commitment to an Eligible Assignee. Upon any Any such resignation shall take effect at the end of such ten (10) day period or removal, upon the Majority Banks shall have the right to appoint a successor Agent. Provided no Event of Default exists, the earlier appointment of a successor Agent that is not a by the Required Lenders as provided below. Upon any resignation of Canadian Imperial Bank shall be of Commerce, New York Agency (or any other Agent hereunder), and subject to the prior Borrower's approval of the Borrower (which approval shall not be unreasonably withheld or delayed. Unless a Default or delayed and shall not be required with respect to any such appointment made during the existence of any Event of Default Default) the Required Lenders shall have occurred appoint a successor agent from among the Lenders or, if such appointment is deemed inadvisable or impractical by the Required Lenders, another financial institution with a combined capital and be continuing for a period surplus of at least thirty (30) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9). If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A-2 or its equivalent by Standard & Poor's Corporation$500,000,000. Upon the acceptance of any appointment as Agent hereunder by a such 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 Agent's removal, provided that the provisions of this Agreement and the other Loan Documents 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 Borrower agrees 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. The Agent may resign at any time (a) give notice of its resignation to the Lenders, the L/C Issuer and the Borrower or (b) be removed by giving sixty (60) days prior written notice thereof to of the Banks and Requisite Lenders with the Borrower. The Required Banks may remove BKB as consent of the Borrower if the Agent if BKB assigns fifty percent (50%) engages in gross negligence or more willful misconduct in the performance of its Commitment Percentage duties under the Loan Documents, as determined by a court of competent jurisdiction by a final and Commitment to an Eligible Assignee. Upon any non-appealable judgment, and such resignation or removal, removal shall become effective upon the Majority Banks shall have the right to appoint a successor Agent. Provided no Event earlier of Default exists, the appointment of a successor Agent that is not (and acceptance of such appointment by such successor) as set forth below or 30 days after the delivery of such notice of resignation by the Agent or such notice of removal by the Requisite Lenders, as applicable. The Agent shall also submit a Bank shall be subject to notice of resignation at the prior approval request of the Borrower which shall not be unreasonably withheld Requisite Lenders if the Agent assigns all of its Commitments and Loans pursuant to §18. Upon receipt of any such notice of resignation or delayed. Unless a Default or Event delivery of Default such notice of removal, the Requisite Lenders shall have occurred and be continuing for a period of at least thirty (30) days after written notice thereof from the Agent to right, in consultation with the Borrower, such successor Agent to appoint a successor, which shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only a bank with an office in the event United States, or an Affiliate of a pending appointment of successor Agent, and applies only for any such bank with an office in the purposes of this Section 16.9)United States. If no such successor Agent shall have been so appointed by the Majority Banks Requisite Lenders and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of Agent gives notice of resignationits resignation or the Agent receives notice of its removal from the Requisite Lenders, then the retiring or removed Agent may, may on behalf of the BanksLenders and the L/C Issuer, appoint a successor AgentAgent meeting the qualifications set forth above; provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, which then such resignation or removal shall nonetheless become effective in accordance with such notice and (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Agent (except any Agent fees, and a financial institution having pro-rated portion of any such fees paid in advance to the Agent which relate to any period after resignation shall be promptly refunded to the Borrower) shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Requisite Lenders appoint a rating of not less than A-2 or its equivalent by Standard & Poor's Corporationsuccessor Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as Agent hereunder by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunderhereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). 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 the retiring Agent's ’s resignation or Agent's removalremoval hereunder and under the other Loan Documents, the provisions of this Agreement Article and the other Loan Documents §15 shall continue in effect for the benefit of such retiring or removed 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 the retiring or removed Agent was acting as Agent. Any resignation or removal by Bank of America as Agent pursuant to this Section shall also constitute its resignation or removal as L/C Issuer and Swingline Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed L/C Issuer and Swingline Lender, (b) the retiring or removed L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring or removed L/C Issuer to effectively assume the obligations of the retiring or removed L/C Issuer with respect to such Letters of Credit.

Resignation or Removal of Agent. The Agent may resign as such at any time upon forty-five days' prior written notice to the Company and the Lenders. The Agent may be removed with or without cause at any time by giving sixty (60) days prior written notice thereof an instrument in writing duly executed by the Lenders delivered to the Banks Company and the BorrowerAgent. The Required Banks may remove BKB as Agent if BKB assigns fifty percent (50%) or more In the event of its Commitment Percentage and Commitment to an Eligible Assignee. Upon any such resignation or removal, the Majority Banks Lenders shall, by an instrument in writing delivered to the Company and the Agent, appoint a successor, which shall be a commercial bank organized under the laws of the United States or any State thereof and having a combined capital and surplus of at least $500,000,000, or any lesser amount acceptable to the Lenders. If the Lenders are unable to agree on a successor within 25 days following receipt of the Agent's notice of resignation, PML shall have the right to select a successor that meets the above criteria. If a successor is not so appointed or does not accept such appointment at least five days before the Agent's resignation or removal becomes effective, the Agent may appoint a temporary successor Agent. Provided no Event of Default exists, the to act until such appointment of a successor Agent that is not a Bank shall be subject to the prior approval of the Borrower which shall not be unreasonably withheld or delayed. Unless a Default or Event of Default shall have occurred and be continuing for a period of at least thirty (30) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in Lenders or PML, as the event of a pending appointment of successor Agentcase may be, is made and applies only for the purposes of this Section 16.9)accepted. If no successor is appointed as provided above by the 45th day after the date such notice of resignation was given by the resigning Agent, or by the date such removal is effective, such Agent's resignation or removal shall become effective and the Lenders shall thereafter perform all the duties of the Agent hereunder until such time, if any, as a successor Agent is appointed as provided above. Notwithstanding the above, if the Agent shall have been so appointed tendered its resignation following the assignment by NBD to another entity of all of the Majority Banks and Credit Obligations to it, such resignation shall not be effective unless the entity acquiring such Credit Obligations shall have accepted undertaken to act as Agent in accordance with the terms of this Agreement. Any successor to the Agent shall execute and deliver to the Company and the Lenders an instrument accepting such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a and thereupon such successor Agent, which without further act, deed, conveyance or transfer shall be a financial institution having a rating of not less than A-2 or its equivalent by Standard & Poor's Corporation. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the properties, rights, interests, powers, privileges authorities and duties obligations of the retiring Agentits predecessor hereunder with like effect as if originally named as Agent hereunder, and the retiring Agent ceasing to act shall be discharged from its duties and obligations hereundertherefrom. After any retiring Upon request of such successor Agent's resignation or Agent's removal, the Agent ceasing to act shall execute and deliver such instruments of conveyance, assignment and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Agent all such properties, rights, interests, powers, authorities and obligations. The provisions of this Agreement and the other Loan Documents Article shall continue in effect thereafter remain effective for its benefit in such Agent ceasing to act with respect of to any actions taken or omitted to be taken by it such Agent while it was acting as Agentthe Agent hereunder.

Resignation or Removal of Agent. The AT&T-CFC (or any other Agent hereunder) and UBOC (or any other Co-Agent hereunder), may resign as the Agent or Co-Agent, respectively, at any time by giving sixty thirty (6030) days days' prior written notice thereof to the Banks Lenders and the BorrowerBorrowers. The Required Banks may remove BKB as Agent if BKB assigns fifty percent (50%) or more of its Commitment Percentage and Commitment to an Eligible Assignee. Upon any Any such resignation or removal, removal shall take effect at the Majority Banks shall have end of such thirty (30) day period or upon the right to appoint a successor Agent. Provided no Event of Default exists, the earlier appointment of a successor Agent that or Co-Agent, as applicable, by the 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 not deemed inadvisable or impractical by the Majority Lenders, another financial institution with a Bank shall be subject to the prior approval of the Borrower which shall not be unreasonably withheld or delayed. Unless a Default or Event of Default shall have occurred combined capital and be continuing for a period surplus of at least thirty (30) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9). If no successor Agent shall have been so appointed by the Majority Banks and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having a rating of not less than A-2 or its equivalent by Standard & Poor's Corporation$500,000,000. Upon the acceptance of any appointment as Agent or Co-Agent hereunder by a successor Agent or Co-Agent, such successor Agent or Co-Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent or Co-Agent. After the effective date of the resignation of an Agent or Co-Agent hereunder, and the retiring Agent or Co-Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or Agent's removal, provided that the provisions of this Agreement and the other Loan Documents 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 or Co-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. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving sixty (60) days prior written notice thereof to the Banks and the Borrower. The , and the Agent may be removed at any time with or without cause by the Required Banks; provided that the Borrower and the other Banks may remove BKB as Agent if BKB assigns fifty percent (50%) or more of its Commitment Percentage and Commitment to an Eligible Assigneeshall be promptly notified thereof. Upon any such resignation or removal, the Majority Required Banks shall have the right to appoint a successor Agent. Provided no Event of Default exists, which (if other than the appointment of a successor Agent that is not a Bank shall be subject to having the prior approval of the Borrower which shall not be unreasonably withheld or delayed. Unless a Default or Event of Default shall have occurred and be continuing for a period of at least thirty (30next largest Bank Percentage) days after written notice thereof from the Agent to the Borrower, such successor Agent shall be reasonably acceptable to the Borrower (such notice and time to cure will be provided by the Agent only in the event of a pending appointment of successor Agent, and applies only for the purposes of this Section 16.9)Borrower. If no successor Agent shall have been so appointed by the Majority Required Banks and shall have accepted such appointment within thirty (30) 30 days after the retiring Agent's giving of notice of resignationresignation or the Required Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which shall be a financial institution having bank which has an office in New York, New York. The Required Banks or the retiring Agent, as the case may be, shall upon the appointment of a rating successor Agent promptly so notify the Borrower and the other Banks. Notwithstanding the foregoing provisions of not less than A-2 or its equivalent this Section, if all the Loans are assigned by Standard & Poor's Corporationthe Banks to the Designated Party, the Agent shall resign contemporaneously therewith, and the Designated Party shall be deemed automatically to have been appointed (and to have accepted the appointment) as successor Agent. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent's removal, the provisions of this Agreement and the other Loan Documents 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.