Common use of Successor Agent Clause in Contracts

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Lenders shall have the right to appoint, on behalf of the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty days after the retiring Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of the Lenders, a successor Agent. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving not less than thirty 45 days' ’ prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrower. Upon any such resignation or removalresignation, the remaining Lenders shall shall, after soliciting the views of the Borrower, have the right to appoint, on behalf of the Lenders, appoint another Lender as a successor agent (the “Successor Agent”) who shall be acceptable to the Borrower, acting reasonably. If no successor Successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty 30 days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may appointshall, on behalf of the Lenders, appoint a successor AgentSuccessor Agent who shall be a Lender acceptable to the Borrower, acting reasonably. Upon the acceptance of any appointment as the Agent hereunder by a successor Successor Agent, such successor Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its further duties and obligations hereunderas Agent under this Agreement. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Article shall continue in effect for to enure to its benefit in respect of as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was acting as the Agent hereunder.

Successor Agent. The Administrative Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders Banks and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersCompany. Upon any such resignation or removalresignation, the remaining Lenders Required Banks shall have the right to appoint, on behalf of the Lenders, appoint a successor Administrative Agent, which successor Administrative Agent shall be satisfactory to the Company, provided that no Default is continuing. If no successor Administrative Agent shall have been so appointed by the Lenders Required Banks, and shall have accepted such appointment appointment, within thirty 30 days after the retiring Agent's giving Administrative Agent gives notice of resignation, then the retiring Administrative Agent may appointmay, on behalf of the LendersBanks, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000 and (unless a Default has occurred and is continuing) shall otherwise be subject to the consent of the Company, which consent shall not be unreasonably withheld. Upon the acceptance of any its appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Agreement Article shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderAdministrative Agent.

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrower. Upon any such resignation or removalresignation, the remaining Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Agent shall be subject to approval by the Borrower, which approval shall not be unreasonably withheld. Such successor Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement Article XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunderhereunder and under the other Loan Documents.

Successor Agent. The An Agent may resign at any time by giving not less than thirty as such upon 10 days' prior written ’ notice thereof to the remaining Lenders and the Debtor Borrower. If an Agent shall resign as such under this Agreement and the Agent may be removed at any time with or without cause by written notice received by other Finance Documents, then the Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a which successor agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the applicable Agent, and the term “Administrative Agent” or “Hermes Agent”, as the case may be, means such successor agent effective upon such appointment and approval, and the former Administrative Agent’s or Hermes Agent’s, as the case may be, rights, powers and duties as such shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Term Loans. If no successor Agent shall have been so appointed has accepted appointment by the Lenders and shall have accepted such appointment within thirty date that is 10 days after the following a retiring Agent's giving ’s notice of resignation, then the retiring Agent may appoint, on behalf of the Lenders, a successor Agent. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent’s resignation shall nevertheless thereupon become effective, and the retiring Lenders shall assume and perform all of the duties of such Agent shall be discharged from its duties and obligations hereunderhereunder until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. After any retiring Agent's resignation hereunder as Agent’s resignation, the provisions of this Agreement Section 11.7 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 an Agent under this Agreement and the Agent hereunderother Finance Documents.

Successor Agent. The Agent may resign at any time by giving not less than thirty as Agent upon 10 days' prior written ’ notice thereof to the remaining Lenders and the Debtor Borrower. If Agent shall resign as Agent under this Agreement and the Agent may be removed at any time with or without cause by written notice received by other Loan Documents, then the Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a whereupon such successor agent shall succeed to the rights, powers and duties of Agent, and the term “Agent” shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty date that is 10 days after the following a retiring Agent's giving ’s notice of resignation, then the retiring Agent may appoint, on behalf of the Lenders, a successor Agent. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent’s resignation shall nevertheless thereupon become effective, and the retiring Lenders shall assume and perform all of the duties of Agent shall be discharged from its duties and obligations hereunderhereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any the retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Article VIII 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 Agent under this Agreement and the Agent hereunderother Loan Documents.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving not less than thirty 45 days' ’ prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrower. Upon any such resignation or removalresignation, the remaining Lenders shall shall, after soliciting the view of the Borrower, have the right to appoint, on behalf of the Lenders, appoint another Lender as a successor agent (the “Successor Agent”) who shall be acceptable to the Borrower, acting reasonably. If no successor Successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty 30 days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may appointshall, on behalf of the Lenders, appoint a successor AgentSuccessor Agent who shall be a Lender acceptable to the Borrower, acting reasonably. Upon the acceptance of any appointment as the Agent hereunder by a successor Successor Agent, such successor Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its further duties and obligations hereunderas Agent under this Agreement. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Article shall continue in effect for to enure to its benefit in respect of as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was acting as the Agent hereunder.

Successor Agent. The Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by giving not less than thirty days' prior written notice thereof to notifying the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrower. Upon any such resignation or removalresignation, the remaining Majority Lenders shall have the right right, in consultation with the Borrower, to appoint, on behalf of the Lenders, appoint a successor Agentsuccessor. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty 30 days after the such retiring Agent's giving Administrative Agent gives notice of its resignation, then the such retiring Administrative Agent may appointmay, on behalf of the Lenders, appoint a successor AgentAdministrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of any its appointment as the Administrative Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the such retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring an Administrative Agent's ’s resignation hereunder as Agenthereunder, the provisions of this Agreement ARTICLE IX and Section 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Administrative Agent hereunder.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving not less than thirty 45 days' ’ prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrower. Upon any such resignation or removalresignation, the remaining Lenders shall shall, after soliciting the views of the Borrower, have the right to appoint, on behalf of the Lenders, appoint another Xxxxxx as a successor agent (the “Successor Agent”) who shall be acceptable to the Borrower, acting reasonably. If no successor Successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty 30 days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may appointshall, on behalf of the Lenders, appoint a successor AgentSuccessor Agent who shall be a Lender acceptable to the Borrower, acting reasonably. Upon the acceptance of any appointment as the Agent hereunder by a successor Successor Agent, such successor Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its further duties and obligations hereunderas Agent under this Agreement. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Article shall continue in effect for to enure to its benefit in respect of as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was acting as the Agent hereunder.

Successor Agent. The Agent may resign as Agent upon at any time by giving not less than least thirty (30) days' ’ prior written notice thereof to the remaining Lenders and the Debtor Borrower, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. In the event the Bank sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removalresigns under this Agreement, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a successor Agent. If no successor Agent shall have been so agent is appointed by prior to the Lenders and shall have accepted such appointment within thirty days after effective date of the retiring resignation of the Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of after consulting with the LendersLenders and the Borrower, a successor Agentagent from among the Lenders. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent, ” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Article 12 shall continue in effect for to inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. The (a) Any Agent may resign at any time by giving not less than thirty days' give at least 30 days prior written notice thereof of its resignation to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersAdministrative Borrower. Upon receipt of any such resignation or removalnotice of resignation, the remaining Required Lenders shall have the right to appointright, on behalf with the consent of the LendersAdministrative Borrower (which consent of the Administrative Borrower (i) shall not be unreasonably withheld, conditioned or delayed, (ii) shall be deemed to have been given by the Administrative Borrower if the Administrative Borrower has not positively denied such consent within 5 Business Days of written request therefor, (iii) shall not be required during the continuance of an Event of Default and (iv) shall not be required in connection with the appointment of any Lender as a successor Agent), to appoint a successor Agent for such resigning Agent. If no such successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty 30 days after the retiring Agent's giving Agent gives notice of resignationits resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may appoint(but shall not be obligated to), on behalf of the Lenders, appoint a successor Agent. Upon the acceptance of any appointment as the Agent hereunder by Whether or not a successor AgentAgent has been appointed, such successor Agent resignation shall thereupon succeed to and become vested effective in accordance with all such notice on 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 hereunder as Agent, the provisions of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunderResignation Effective Date.

Successor Agent. The Administrative Agent may resign at any time upon 30 days’ notice by giving not less than thirty days' prior written notice thereof to notifying the remaining Lenders Lenders, the Issuers and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersCompany. Upon any such resignation or removalnotice of resignation, the remaining Required Lenders shall have the right right, in consultation with the Company, to appoint, on behalf of the Lenders, appoint a successor Agentfrom among the Lenders that is a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty 30 days after the retiring Agent's giving Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may appointmay, on behalf of the LendersLenders and the Issuers, appoint a successor AgentAdministrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of any its appointment as the Administrative Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, . Whether or not a successor has been appointed such resignation shall become effective in accordance with the notice given by the Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After any retiring the Administrative Agent's ’s resignation hereunder as Agenthereunder, the provisions of this Agreement Article and Section 10.6 shall continue in effect for the benefit of such retiring Administrative Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Agent hereunderAdministrative Agent.

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders Purchasers and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersSeller. Upon any such resignation or removalresignation, the remaining Lenders Required Purchasers shall have the right to appoint, on behalf of the Lenders, appoint a successor Agent. If no successor Agent shall have been so appointed by the Lenders Required Purchasers, and shall have accepted such appointment appointment, within thirty 30 days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may appointmay, on behalf of the LendersPurchasers, appoint a successor Agent, selected from among the Purchasers. In either case, such appointment shall be subject to the prior written approval of the Seller (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Termination). Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to to, and become vested with 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 other Transaction Documents. After Prior to any retiring Agent's ’s resignation hereunder as Agent, the provisions retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Transaction Documents. After such resignation, the retiring Agent shall continue to have the benefit of this Agreement shall continue in effect for its benefit in respect of Article VIII as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agent hereunderother Transaction Documents.

Successor Agent. The Administrative Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders Banks and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersCompany. Upon any such resignation or removalresignation, the remaining Lenders Required Banks shall have the right to appoint, on behalf of the Lenders, appoint a successor Administrative Agent, which successor Administrative Agent shall be satisfactory to the Company, provided that no Default is continuing. If no successor Administrative Agent shall have been so appointed by the Lenders Required Banks, and shall have accepted such appointment appointment, within thirty 30 days after the retiring Agent's giving Administrative Agent gives notice of resignation, then the retiring Administrative Agent may appointmay, on behalf of the LendersBanks, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000 and (unless a Default has occurred and is continuing) shall otherwise be subject to the consent of the Company, which consent shall not be unreasonably withheld. Upon the acceptance of any its appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Agreement Article shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderAdministrative Agent.

Successor Agent. The Administrative Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders Banks and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersCompany. Upon any such resignation or removalresignation, the remaining Lenders Required Banks shall have the right to appoint, on behalf of appoint from among the Lenders, Banks a successor Administrative Agent, which successor Administrative Agent shall be satisfactory to the Company, provided that no Default is continuing. If no successor Administrative Agent shall have been so appointed by the Lenders Required Banks, and shall have accepted such appointment appointment, within thirty 30 days after the retiring Agent's giving Administrative Agent gives notice of resignation, then the retiring Administrative Agent may appointmay, on behalf of the LendersBanks, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000 and (unless a Default has occurred and is continuing) shall otherwise be subject to the consent of the Company, which consent shall not be unreasonably withheld. Upon the acceptance of any its appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Agreement Article shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderAdministrative Agent.

Successor Agent. The Agent may resign as Agent upon at any time by giving not less than least thirty days' (30) days prior written notice thereof to the remaining Lenders and the Debtor Borrowers, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. In the event the Bank sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removalresigns under this Agreement, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a successor Agent. If no successor Agent shall have been so agent is appointed by prior to the Lenders and shall have accepted such appointment within thirty days after effective date of the retiring resignation of the Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of after consulting with the LendersLenders and Westlake, a successor agent from among the Lenders or, if no Lender accepts such role, the Agent may appoint Required Lenders as successor Agent. Upon the acceptance of any its appointment as the Agent hereunder by a successor agent hereunder, or upon appointment of Required Lenders as successor Agent, (a) such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and (b) the term “Agent” shall mean such successor agent, (c) the retiring Agent’s appointment, powers, and duties as Agent shall be discharged from its duties and obligations hereunderterminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Article 12 shall continue in effect for to inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. The Agent may resign may, at any time by giving not less than thirty days' prior time, resign upon 30 days written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrower. Upon any such resignation or removalresignation, the remaining Borrower with the consent of the Required Lenders (such consent of the Required Lenders not to be unreasonably withheld or delayed) shall have the right to appoint, on behalf of the Lenders, appoint a successor Agent. If no successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty 30 days after the retiring Agent's giving notice of resignation, then the retiring Agent may appointshall select a successor Agent provided such successor is a Lender hereunder or qualifies as an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Agent and shall have accepted such appointment, on behalf then the Lenders shall perform all obligations of the Lendersretiring Agent hereunder until such time, if any, as a successor AgentAgent shall have been appointed and shall have accepted such appointment as provided for above). Upon the acceptance of any appointment as the Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Agreement Section 10.9 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Credit Agreement.

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving not less than thirty 30 days' prior ’ written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removalresignation, the remaining Majority Lenders shall have the right to appoint, on behalf appoint a successor Agent who shall (provided no Event of Default has occurred and is continuing) be approved by the Borrower and shall be one of the Lenders, a successor AgentLenders unless none of the Lenders wishes to accept such appointment. If no successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty days after by the retiring Agent's giving notice time of such resignation, then the retiring Agent may appointmay, on behalf of the Lenders, appoint a successor AgentAgent which shall be a bank organized under the Laws of Canada which has shareholders’ equity in excess of $500,000,000 and has an office in Toronto. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Agent, Agent (in its capacity as Agent but not in its capacity as a Lender) and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder (in its capacity as Agent but not in its capacity as a Lender). After any retiring Agent's ’s resignation or removal hereunder as the Agent, the provisions of this Agreement Article 14 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunderAgent.

Successor Agent. The Agent may resign as Agent upon at any time by giving not less than thirty least 30 days' prior written notice thereof to the remaining Lenders and the Debtor Borrower, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. In the event the Bank sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removalresigns under this Agreement, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a successor Agent. If no successor Agent shall have been so agent is appointed by prior to the Lenders and shall have accepted such appointment within thirty days after effective date of the retiring resignation of the Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of after consulting with the LendersLenders and the Borrower, a successor Agentagent from among the Lenders. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent, " shall mean such successor agent and the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement Article 12 shall continue in effect for to inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving not less than thirty 45 days' prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrowers. Upon any such resignation or removalresignation, the remaining Lenders shall shall, after soliciting the view of the Borrowers, have the right to appoint, on behalf of the Lenders, appoint another Lender as a successor agent (the "Successor Agent") who shall be acceptable to the Canadian Borrower, acting reasonably. If no successor Successor Agent shall have been so appointed by the Lenders 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 appointshall, on behalf of the Lenders, appoint a successor AgentSuccessor Agent who shall be a Lender acceptable to the Canadian Borrower, acting reasonably. Upon the acceptance of any appointment as the Agent hereunder by a successor Successor Agent, such successor Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its further duties and obligations hereunderas Agent under this Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement Article shall continue in effect for to enure to its benefit in respect of as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was acting as the Agent hereunder.

Successor Agent. The Agent may resign as Agent upon at any time by giving not less than thirty least 30 days' ’ prior written notice thereof to the remaining Lenders and the Debtor Borrowers’ Agent, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. In the event the Bank sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removalresigns under this Agreement, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a which successor Agentagent shall, if no Event of Default exists, be subject to the approval of the Borrowers’ Agent (such approval not to be unreasonably withheld). If no successor Agent shall have been so agent is appointed by prior to the Lenders and shall have accepted such appointment within thirty days after effective date of the retiring resignation of the Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of after consulting with the LendersLenders and the Borrowers’ Agent, a successor Agentagent from among the Lenders. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent, ” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Article 12 and Section 14.11 shall continue in effect for to inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior --------------- written notice thereof thereto to the remaining Lenders Banks and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrower. Upon any such resignation or removalresignation, the remaining Lenders Required Banks shall have the right to appoint, on behalf of the Lenders, appoint a successor AgentAgent who has been approved by the Borrower (such approval not to be unreasonably withheld or delayed). If no successor Agent shall have been so appointed by the Lenders Required Banks, and shall have accepted such appointment appointment, within thirty 30 days after the retiring Agent's giving notice of resignation, then the retiring Agent may appointmay, on behalf of the LendersBanks, appoint a successor Agent. The successor Agent shall be (i) a commercial bank organized under the laws of the United States of America or of any state thereof and having a combined capital and surplus of at least $100,000,000 and (ii) a Bank, unless the Borrower consents to the successor Agent not being a Bank, which consent may not be unreasonably withheld or delayed. Upon the acceptance of any appointment as the Agent hereunder by a successor AgentAgent of its appointment as Agent hereunder, such successor Agent it shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agent, Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. Each successor Agent shall notify promptly the Borrower of its appointment as Agent hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement Article shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderAgent.

Successor Agent. The Agent may resign as Agent upon at any time by giving not less than thirty least 30 days' ’ prior written notice thereof to the remaining Lenders and the Debtor Borrower, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. In the event the Bank sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removalresigns under this Agreement, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a successor Agent. If no successor Agent shall have been so agent is appointed by prior to the Lenders and shall have accepted such appointment within thirty days after effective date of the retiring resignation of the Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of after consulting with the LendersLenders and the Borrower, a successor Agentagent from among the Lenders. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent, ” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Article 12 shall continue in effect for to inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. The Agent may resign at any time by giving not less than thirty as the Agent upon sixty (60) days' prior written notice thereof to the remaining Lenders and the Debtor and the Agent may Borrower. If such notice shall be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removalgiven, the remaining Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, during such 60-day period, which successor agent shall be reasonably satisfactory to the Borrower, to serve as agent hereunder and under the several documents, the forms of which are attached hereto as exhibits, or which are referred to herein. If at the end of such 60-day period the Lenders have not appointed such a successor, the Agent shall procure a successor Agent. If no successor Agent shall have been so appointed by reasonably satisfactory to the Lenders and the Borrower, to serve as agent for the Lenders hereunder and under the several documents, the forms of which are attached hereto as exhibits, or which are referred to herein. Any such successor agent shall have accepted such appointment within thirty days after succeed to the retiring Agent's giving notice of resignationrights, then the retiring Agent may appoint, on behalf powers and duties of the Lenders, a successor Agent. Upon the acceptance appointment of such successor agent or upon the expiration of such 60-day period (or any appointment as longer period to which the Agent hereunder by a successor has agreed), the former Agent, such successor Agent shall thereupon succeed to and become vested with all the 's rights, powers, privileges powers and duties of the retiring Agent, and the retiring as Agent shall be discharged from its duties and obligations hereunderterminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After any retiring Agent's resignation hereunder as the Agent, the provisions of this Agreement Article IX shall continue in effect for its inure to the benefit in respect of such retiring Agent as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement. A Co-Agent may resign upon ten (10) days prior written notice to the Agent.

Successor Agent. The Agent may resign as such at any time by giving not less than thirty days' upon at least 30 days prior written notice thereof to the remaining Lenders Company and the Debtor and the all Lenders. If Agent may be removed at any time with shall resign or without cause if a vacancy shall occur in the office of the Agent for any other reason, Required Lenders shall, by written notice received by the instrument, appoint a successor Agent (consisting of any other Lender or financial institution satisfactory to such Required Lenders) which shall thereupon become Agent hereunder and shall be entitled to receive from the remaining Lendersprior agent such documents of transfer and assignment as such successor agent may reasonably request. Upon any such resignation or removal, the remaining Lenders shall have the right to appoint, on behalf of the Lenders, a successor Agent. If no Such successor Agent shall have been so appointed by succeed to all of the Lenders rights and shall have accepted such appointment within thirty days after obligations of the retiring Agent's giving notice of resignationagent as if originally named. The retiring agent shall duly assign, then the retiring Agent may appoint, on behalf of the Lenders, a successor Agent. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, transfer and deliver to such successor Agent shall thereupon succeed to and become vested with all moneys at the rights, powers, privileges and duties of time held by the retiring Agentagent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed. Upon such succession of any such successor agent, and the retiring Agent agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, except for its gross negligence or willful misconduct arising prior to its retirement hereunder, and the provisions of this Agreement Section 12 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent an agent hereunder.

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders and the Debtor Borrower, and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Required Lenders. Upon any such resignation or removal, the remaining Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Agent shall be subject to approval by the Borrower, which approval shall not be unreasonably withheld. Such successor Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement Article XI shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunderhereunder and under the other Loan Documents.

Successor Agent. (a) The Agent may resign at any time by giving not less than thirty as Agent upon 30 days' prior written ’ notice thereof to the remaining Lenders and the Debtor Borrowers. If the Agent shall resign as Agent under this Agreement and the Agent may be removed at any time with or without cause by written notice received by other Loan Documents, then the Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a which successor agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the term “Agent” shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of Loans. If no successor agent has accepted appointment as Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty date that is 30 days after the following a retiring Agent's giving ’s notice of resignation, then the retiring Agent may appointAgent’s resignation shall nevertheless thereupon become effective, on behalf and the Lenders shall assume and perform all of the Lenders, a successor Agent. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring AgentAgent hereunder, and until such time, if any, as the retiring Agent shall be discharged from its duties and obligations hereunderRequired Lenders appoint a successor agent as provided for above. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Article VIII 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 Agent under this Agreement and the Agent hereunderother Loan Documents.

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders and the Debtor Borrower, and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Required Lenders. Upon any such resignation or removal, the remaining Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Such successor Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement 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 hereunderhereunder and under the other Loan Documents.

Successor Agent. The Agent may resign at any time by giving not less than thirty as Agent upon 10 days' prior written notice thereof to the remaining Lenders Lenders. If the Agent shall resign as Agent under this Agreement and the Debtor and other Loan Documents, then the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Requisite Lenders shall have the right to appoint, on behalf of appoint a successor agent for the Lenders, a which successor agent (provided that it shall have been approved by the Borrower which approval shall not be unreasonably withheld) shall succeed to the rights, powers and duties of the Agent. If no successor Agent agent shall have been so appointed by the Requisite Lenders and no such new agent shall have accepted such appointment been appointed within thirty 30 days after the retiring Agent's giving agent gives notice of resignation, then the retiring Agent agent may appoint, on behalf of the Lenders, Lenders appoint a successor agent (provided that it shall have been approved by the Borrower, which approval shall not be unreasonably withheld). Effective upon such appointment and approval, the term "Agent. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, " shall mean such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agentagent, and the retiring former Agent's rights, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement Section shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving not less than thirty 45 days' ’ prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrower. Upon any such resignation or removalresignation, the remaining Lenders shall shall, after soliciting the views of the Borrower, have the right to appoint, on behalf of the Lenders, appoint another Lender as a successor agent (the “Successor Agent”) approved by the Borrower (such approval not to be unreasonably withheld). If no successor Successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty 30 days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may appointshall, on behalf of the Lenders, appoint a successor AgentSuccessor Agent who shall be a Lender approved by the Borrower (such approval not to be unreasonably withheld). Upon the acceptance of any appointment as the Agent hereunder by a successor Successor Agent, such successor Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its further duties and obligations hereunderas Agent under this Agreement. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Article shall continue in effect for to enure to its benefit in respect of as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was acting as the Agent hereunder.

Successor Agent. (a) The Agent may resign at any time by giving not less than thirty 30 days' ’ prior written notice thereof to the remaining Lenders Lenders, the Letter of Credit Issuer and the Debtor and the Borrower Agent, whether or not a successor Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lendershas been appointed. Upon any such resignation or removalresignation, the remaining Required Lenders shall have the right to appoint, on behalf of the Lenders, appoint a successor Agent. If no successor Agent shall have been so appointed by the Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty 30 days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may appointmay, on behalf of the LendersLenders and the Letter of Credit Issuers, appoint a successor Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower Agent (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Documents. After Prior to any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement retiring Agent shall continue in effect for take such action as may be reasonably necessary to assign to the successor Agent its benefit in respect of any actions taken or omitted to be taken by it while it was acting rights as Agent under the Agent hereunderLoan Documents.

Successor Agent. The Agent may resign at any time as Agent under the Loan Documents by giving not less than thirty days' prior written notice thereof to the remaining Lenders and the Debtor and the Borrower. The Agent may be removed at any time with or without as Agent under the Loan Documents for good cause by written notice received by all of the Agent from Lenders (other than the remaining LendersLender then acting as the Agent) upon 30 days’ prior notice. Upon any such resignation or removal, the remaining Requisite Lenders shall have the right to appoint, on behalf of the Lenders, appoint a successor AgentAgent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by in accordance with the Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty 30 days after the retiring resigning Agent's ’s giving of notice of resignationresignation or the Lenders’ removal of the removed Agent, then the retiring resigning or removed Agent may appointmay, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be a commercial bank having total combined assets of at least $50,000,000,000. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Agreement Article XII shall continue in effect for to inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under the Agent hereunderLoan Documents.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving not less than thirty 45 days' prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrower. Upon any such resignation or removalresignation, the remaining Lenders shall shall, after soliciting the views of the Borrower, have the right to appoint, on behalf of the Lenders, appoint another Lender as a successor agent (the "Successor Agent") approved by the Borrower (such approval not to be unreasonably withheld). If no successor Successor Agent shall have been so appointed by the Lenders 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 appointshall, on behalf of the Lenders, appoint a successor AgentSuccessor Agent who shall be a Lender approved by the Borrower (such approval not to be unreasonably withheld). Upon the acceptance of any appointment as the Agent hereunder by a successor Successor Agent, such successor Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its further duties and obligations hereunderas Agent under this Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement Article shall continue in effect for to enure to its benefit in respect of as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was acting as the Agent hereunder.

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders and the Debtor Borrower, and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Required Lenders. Upon any such resignation or removal, the remaining Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Agent shall be subject to approval by the Borrower, which approval shall not be unreasonably withheld. Such successor Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement 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 hereunderhereunder and under the other Loan Documents.

Successor Agent. The Any Agent may resign as Administrative Agent and/or Collateral Agent, as applicable, upon at any time by giving not less than least thirty (30) days' ’ prior written notice thereof to the remaining Lenders Issuers and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any Applicant, such resignation to be effective upon the acceptance of a successor agent to its appointment as Administrative Agent or removalCollateral Agent, as applicable. Subject to the foregoing, if any Agent resigns under this Agreement, the remaining Lenders Majority Issuers shall have appoint from among the right to appoint, on behalf of the Lenders, Issuers a successor Agentagent for the Issuers. If no successor Agent shall have been so agent is appointed by prior to the Lenders and shall have accepted such appointment within thirty days after effective date of the retiring resignation of the Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of after consulting with the LendersIssuers and the Applicant, a successor Agentagent from among the Issuers, or, at the expense of the Applicant, apply to a court of competent jurisdiction for the appointment of a successor. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “Administrative Agent” and/or “Collateral Agent”, as applicable, shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Section 17 shall continue in effect for to inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. The Agent may resign at any time by giving not less than thirty (30) days' ’ prior written notice thereof to the remaining Lenders and the Debtor and the Borrower. The Majority Lenders, for good cause, may remove Agent may be removed at any time with or without cause by giving thirty (30) days’ prior written notice received by to the Agent from Agent, the remaining Borrower and the other Lenders. Upon any such resignation or removal, the remaining Majority Lenders shall have the right to appoint, on behalf of the Lenders, appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's ’s giving notice of resignationresignation or the Majority Lenders’ giving notice of removal, as the case may be, then the retiring or removed Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Each such successor Agent shall be a financial institution having (i) senior unsecured debt obligations rated at least BBB by Standard & Poor’s (or a comparable rating from another Rating Agency), and (ii) total assets in excess of $10,000,000,000.00. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. After any retiring Agent's ’s resignation hereunder as Agenthereunder, or the removal of the Agent hereunder, the provisions of this Agreement Section 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder.

Successor Agent. The Agent may resign as Agent upon at any time by giving not less than thirty least 30 days' ’ prior written notice thereof to the remaining Lenders and the Debtor Borrowers, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. In the event the Bank sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removalresigns under this Agreement, the remaining Required Lenders shall have appoint a successor agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the right to appoint, on behalf laws of the LendersUnited States or any state or district thereof, has a successor Agentcombined capital surplus of at least $200,000,000. If no successor Agent shall have been so agent is appointed by prior to the Lenders and shall have accepted such appointment within thirty days after effective date of the retiring resignation of the Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of after consulting with the LendersLenders and the Borrowers, a successor Agentagent from among the Lenders. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent, ” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Article 12 shall continue in effect for to inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. The Agent may resign at any time by giving not less than thirty as Agent upon 30 days' prior written notice thereof to the remaining Lenders and the Debtor Borrowers. If the Agent shall resign as Agent under this Agreement and the Agent may be removed at any time with or without cause by written notice received by other Loan Documents, then the Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a which successor agent shall (unless an Event of Default under Section 7.01(a) or Section 7.01(e) with respect to any Borrower shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the term "Agent" shall mean such successor agent effective upon such appointment and approval, and the former Agent's rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Advances. If no successor agent has accepted appointment as Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty date that is 30 days after following a retiring Agent's notice of resignation, the retiring Agent's giving notice of resignationresignation shall nevertheless thereupon become effective, then and the retiring Agent may appoint, on behalf Lenders shall assume and perform all of the Lenders, a successor Agent. Upon the acceptance duties of any appointment as the Agent hereunder by until such time, if any, as the Required Lenders appoint 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 hereunderagent as provided for above. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement Article VIII 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 Agent under this Agreement and the Agent hereunderother Loan Documents.

Successor Agent. The Agent may resign as Agent upon at any time by giving not less than thirty least 30 days' ’ prior written notice thereof to the remaining Lenders and the Debtor Borrower, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. In the event the M&T sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by the M&T of substantially all of its loan portfolio, the M&T shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removalresigns under this Agreement, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a successor Agent. If no successor Agent shall have been so agent is appointed by prior to the Lenders and shall have accepted such appointment within thirty days after effective date of the retiring resignation of the Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of after consulting with the LendersLenders and the Borrower, a successor Agentagent from among the Lenders. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent, ” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement ARTICLE 8 shall continue in effect for to inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders Lenders, the Funding Agents, each Qualifying Hedge Counterparty, the Custodian, the Back-Up Servicer, the Transition Manager, the Paying Agent and the Debtor Borrower, and the Agent may be removed at any time with or without for cause by written notice received by the Agent from all of the remaining Lenders. Upon any such resignation or removal, the remaining Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty (30) days after the retiring exiting Agent's ’s giving notice of resignationresignation or receipt of notice of removal, then the retiring exiting Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent (but only if such successor is reasonably acceptable to each Lender) or petition a court of competent jurisdiction to appoint a successor Agent. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring exiting Agent, and the retiring exiting Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Transaction Documents. After any retiring exiting Agent's ’s resignation hereunder as Agent, the provisions of this Agreement 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 the Agent hereunderhereunder and under the other Transaction Documents.

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders Banks and the Debtor Borrower and the Agent may be removed as Agent at any time with or without for cause by written notice received by the Agent from the remaining LendersMajority Banks. Upon any such resignation or removal, the remaining Lenders Majority Banks shall have the right to appoint, on behalf appoint from among the Banks a successor Agent (with the consent of the LendersBorrower which shall not be unreasonably withheld or delayed, a successor Agentprovided that if an Event of Default shall have occurred and be continuing the consent of the Borrower need not be obtained). If no successor Agent shall have been so appointed by the Lenders Majority Banks, and shall have accepted such appointment appointment, within thirty 30 calendar days after the retiring Agent's giving of notice of resignationresignation or the Majority Banks' removal of the retiring Agent, then the retiring Agent may appointmay, on behalf of the LendersBanks and with the concurrence of the Borrower, appoint a successor Agent, which shall be an Eligible Assignee. Upon the acceptance of any appointment as the Agent hereunder and under the other Loan Documents by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderunder this Credit Agreement and the other Loan Documents. After any retiring Agent's resignation or removal as Agent hereunder as Agentand under the other Loan Documents, the provisions of this Agreement Article IX 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 Agent under this Credit Agreement and the Agent hereunderother Loan Documents.

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders and the Debtor Borrower, and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Required Lenders. Upon any such resignation or removal, the remaining Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding anything herein to the contrary, so long as no Default has occurred and is continuing, each such successor Agent shall be subject to approval by the Borrower, which approval shall not be unreasonably withheld. Such successor Agent shall be a commercial bank having capital and retained earnings of at least $50,000,000. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement 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 hereunderhereunder and under the other Loan Documents.

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Lenders shall have the right to appoint, on behalf of the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty days after the retiring Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of the Lenders, a successor Agent. 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 retired or terminated Agent (other than any rights to indemnity payments owed to the retiring or terminated Agent), and the retiring retired or terminated 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). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the retired or terminated Agent's ’s resignation or termination hereunder as Agentand under the other Loan Documents, the provisions of this Agreement ARTICLE 10 and Section 11.13 (Expenses; Indemnity; Damage Waiver) shall continue in effect for the benefit of such retired or terminated 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 retired or terminated Agent was acting as Agent. During any period that there shall not be a duly appointed and acting Agent, all payments, communications and determinations provided to be made by, to or through the Agent hereundershall instead be made by or to each Lender and the Issuing Bank directly, until such time as the Majority Lenders appoint a successor Agent as provided for above.

Successor Agent. The Agent may resign as Agent upon at any time by giving not less than thirty least 30 days' ’ prior written notice thereof to the remaining Lenders and the Debtor Borrowers’ Agent, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. In the event the Bank sells all of its Commitment and Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removalresigns under this Agreement, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a successor Agent. If no successor Agent shall have been so agent is appointed by prior to the Lenders and shall have accepted such appointment within thirty days after effective date of the retiring resignation of the Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of after consulting with the LendersLenders and the Borrowers’ Agent, a successor Agentagent from among the Lenders. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent, ” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Article 12 shall continue in effect for to inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. The Agent may resign as such at any time by giving not less than thirty days' prior written ---------------- notice thereof to the remaining Lenders Borrower and the Debtor and the Agent may be removed Lenders. The Majority Lenders may, with cause, at any time with or without cause remove the Agent by written notice received by to that effect. Such resignation or removal shall become effective upon a successor's acceptance of appointment as Agent. In either event, the Majority Lenders shall appoint a successor Agent or Agents, who must be from among the Lenders; provided that the Agent shall be -------- entitled to appoint a successor Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Lenders shall have the right to appoint, on behalf of among the Lenders, subject to acceptance of appointment by that successor Agent, if the Majority Lenders have not appointed a successor Agent. If no successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty 30 days after the retiring Agent's giving date the Agent gave notice of resignation, then the retiring Agent may appoint, on behalf of the Lenders, a successor Agentresignation or was removed. Upon the a successor's acceptance of any appointment as the Agent hereunder by a successor Agent, such the successor Agent shall will thereupon succeed to and become vested with all the rights, powers, privileges privileges, and duties of the retiring AgentAgent under the Loan Documents, and the retiring resigning or removed Agent shall will thereupon be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agentthereafter arising under the Loan Documents, and the provisions of this Agreement Article 10 shall continue in effect for its to inure to the benefit in respect of the ---------- retiring or removed Agent as to any actions taken or omitted to be taken by it while it was acting serving as Agent under this Agreement and the Agent hereunderother Loan Documents.

Successor Agent. The (a) Any Agent may may, and at the request of the Required Lenders shall, resign as such Agent upon at any time by giving not less than thirty least 30 days' ’ prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any If such resignation or removalAgent resigns under this Agreement, then the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of the Lenders, Lenders a successor Agentagent who, unless a Default then exists, shall be reasonably acceptable to the Borrower. If no such successor Agent shall have been so agent is appointed by before the Lenders and shall have accepted such appointment within thirty days after the date on which a retiring Agent's giving ’s resignation is to become effective in accordance with its notice of resignation, then the retiring such Agent may appoint, on behalf of after consulting with the LendersLenders and the Borrower, a successor Agentagent from among the Lenders who, unless a Default then exists, shall be reasonably acceptable to the Borrower. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agent, agent hereunder: (i) such successor Agent agent shall thereupon succeed to and become vested with all the rightsrights (including as to the same fees), powers, privileges powers and Credit Agreement 67 duties of the such retiring Agent, (ii) the term “Administrative Agent” or “Peso Agent”, as the case may be, shall mean such successor agent and the (iii) such retiring Agent’s appointment, powers and duties as such Agent shall be discharged from its duties and obligations hereunderterminated. After any such retiring Agent's ’s resignation hereunder as Agenthereunder, the provisions of this Agreement Article and Sections 10.4 and 10.5 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 such Agent under the Agent hereunderFinancing Documents.

Successor Agent. The 9.12 Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving not less than thirty days' prior 30 days written notice thereof to the remaining Lenders Borrower and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removalresignation, the remaining Majority Lenders shall have the right to appoint, on behalf appoint a successor Agent who shall be one of the Lenders, a successor AgentLenders unless none of the Lenders wishes to accept such appointment. If no successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty days after by the retiring Agent's giving notice time of such resignation, then the retiring Agent may appointmay, on behalf of the Lenders, appoint a successor Agent. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Agent, Agent (in its capacity as Agent but not in its capacity as a Lender) and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder (in its capacity as Agent but not in its capacity as a Lender). After any retiring Agent's resignation hereunder as the Agent, the provisions of this Agreement 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 hereunderAgent.

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior written as Agent upon five (5) days notice thereof to the remaining Lenders and the Debtor Borrower, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. In the event the Bank sells all of its Commitment and Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. If the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removalresigns under this Agreement, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a successor Agent. If no successor Agent shall have been so agent is appointed by prior to the Lenders and shall have accepted such appointment within thirty days after effective date of the retiring resignation of the Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of after consulting with the LendersLenders and the Borrower, a successor Agentagent from among the Lenders. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent, " shall mean such successor agent and the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement Article 14 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. The Agent may resign as Agent upon at any time by giving not less than thirty least 30 days' prior written notice thereof to the remaining Lenders and the Debtor Borrower, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. In the event the Bank sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removalresigns under this Agreement, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a successor Agent. If no successor Agent shall have been so agent is appointed by prior to the Lenders and shall have accepted such appointment within thirty days after effective date of the retiring resignation of the Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of after consulting with the LendersLenders and the Borrower, a successor Agentagent from among the Lenders. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent, " shall mean such successor agent and the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement ARTICLE 12 shall continue in effect for to inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. (a) The Agent may may, upon five Business Days' notice to the Lenders and the Borrower, resign at any time (effective upon the appointment of a successor Agent pursuant to the provisions of this Section 10.9) by giving not less than thirty days' prior written notice thereof to the remaining Lenders and the Debtor and Borrower. Such resignation of the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lendersshall also operate as a resignation as Payments Administrator. Upon any such resignation or removalresignation, the remaining Required Lenders shall have the right right, upon five days' notice and written approval by the Borrower (which approval shall not be unreasonably withheld), to appoint, on behalf of the Lenders, appoint a successor Agent. If no successor Agent (i) shall have been so appointed by the Lenders Required Lenders, and (ii) shall have accepted such appointment appointment, within thirty days after the retiring Agent's giving of notice of resignation, then then, upon five days' notice, the retiring Agent may appointmay, on behalf of the Lenders, appoint a successor Agent. Upon In the acceptance of any appointment as the Agent hereunder by a successor Agent, such event that no successor Agent is appointed pursuant to the foregoing provisions, the Agent's resignation shall thereupon succeed to and become vested with all effective on the rights, powers, privileges and duties of date which is forty-five days after the retiring Agent's giving of notice of resignation, and the retiring Agent Required Lenders shall be discharged from its perform the duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder.

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders and the Debtor Borrower and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Required Lenders. Upon any such resignation or removal, the remaining Required Lenders shall have the right to appoint, on behalf of Borrower and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of Borrower and the Lenders, a successor Agent. Such successor Agent shall be a commercial bank having capital and retained earnings of at least Two Hundred Million Dollars ($200,000,000). Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to to, and become vested with 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 hereunder as Agent, the provisions of this Agreement Section 9 shall continue in effect for its benefit in with respect of to any actions taken or omitted to be taken by it while it was acting as the Agent hereunder.

Successor Agent. The Agent may voluntarily resign at any time by giving not less than as Agent upon thirty (30) days' prior written ’ notice thereof to the remaining Lenders and the Debtor and Borrower, or shall resign upon the written request of the Majority Lenders, with such written request also being provided to the Borrower. If the Agent may be removed at any time with or without cause by written notice received by the shall resign as Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Lenders shall have the right to appoint, on behalf of the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty days after the retiring Agent's giving notice of resignationunder this Agreement, then the retiring Agent may appoint, on behalf of Majority Lenders shall appoint from among the Lenders, Lenders a successor Agent. Upon the acceptance of any appointment as the Agent hereunder by a agent which successor Agentagent, whereupon such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring resigning Agent, and the retiring term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be discharged from its duties terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement, or any holders of the Notes. If a successor Agent is not appointed before the end of such thirty (30) day notice period, the resigning Agent shall continue to serve as Agent hereunder for a limited period of time beyond such thirty (30) day notice period; provided that the Borrower and obligations hereunderthe Lenders diligently attempt to identify and appoint a successor Agent. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Section 13 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. The Each Agent may resign at any time by giving not less than thirty upon 20 days' ’ prior written notice thereof to the remaining Lenders and the Debtor Borrower. If an Agent shall resign under this Agreement and the Agent may be removed at any time with or without cause by written notice received by other Credit Documents, then the Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a which successor Agent. If no successor Agent agent shall have been so appointed be approved by the Lenders and Borrower (which approval shall have accepted such appointment within thirty days after the retiring Agent's giving notice of resignationnot be unreasonably withheld), then the retiring Agent may appoint, on behalf of the Lenders, a successor Agent. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, whereupon such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Administrative Agent or the Collateral Agent, as applicable, and the retiring term “Administrative Agent” or “Collateral Agent”, as applicable, shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Administrative Agent or Collateral Agent, as applicable, shall be discharged from terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If, at the time that an Agent’s resignation is effective, it is acting as the Letter of Credit Issuer or the Swingline Lender, such resignation shall also operate to effectuate its duties resignation as the Letter of Credit Issuer or the Swingline Lender, as applicable, and obligations hereunderit shall automatically be relieved of any further obligation to issue Letters of Credit, to cause the Underlying Issuer to issue Letters of Credit, or to make Swingline Loans. After any retiring Agent's resignation hereunder as Agent’s resignation, the provisions of this Agreement Section 12 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 an Agent under this Agreement and the Agent hereunderother Credit Documents.

Successor Agent. The Agent may resign at any time by giving not less than thirty as Agent upon 30 days' prior written ’ notice thereof to the remaining Lenders and the Debtor Borrower. If the Agent shall resign as Agent under this Agreement and the Agent may be removed at any time with or without cause by written notice received by other Loan Documents, then the Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Majority Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a which successor Agent. If no successor Agent agent shall have been so appointed be approved by the Lenders Borrower (which consent shall not be unreasonably withheld and shall have accepted such appointment within thirty days after the retiring Agent's giving notice of resignationnot be required if a Default has occurred and is continuing), then the retiring Agent may appoint, on behalf of the Lenders, a successor Agent. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, whereupon such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent” shall mean such successor agent, effective upon its appointment, and the retiring former Agent’s rights, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Notes. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Section 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 Agent under this Agreement and the other Loan Documents. Further, if the Agent no longer has any Loans, Letter of Credit participations or Commitments hereunder, the Agent shall immediately resign and shall be replaced, and have the benefits, as set forth in this Section 8.9. In addition, after the replacement of an Agent hereunder, the retiring Agent shall remain a party hereto and shall continue to have all the rights and obligations of an Agent under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

Successor Agent. The Agent may resign as the Agent upon at any time by giving not less than least thirty (30) days' ’ prior written notice thereof to the remaining Lenders and the Debtor Borrower, such resignation to be effective upon the acceptance of a successor agent to its appointment as the Agent. In the event the Bank sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of a substantial portion of its loan portfolio, the Bank shall resign as the Agent may be removed at any time with and such purchaser or without cause by written notice received by transferee shall become the successor agent hereunder. Subject to the foregoing, if the Agent from the remaining Lenders. Upon any such resignation or removalresigns under this Agreement, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a successor Agent. If no successor Agent shall have been so agent is appointed by prior to the Lenders and shall have accepted such appointment within thirty days after effective date of the retiring resignation of the Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of after consulting with the LendersLenders and the Borrower, a successor Agentagent from among the Lenders. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring agent and the term “Agent, ” shall mean such successor agent and the retiring agent’s appointment, powers, and duties as the Agent shall be discharged from its duties and obligations hereunderterminated. After any retiring Agent's agent’s resignation hereunder as the Agent, the provisions of this Agreement Article 12 shall continue in effect for to inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. The Any Agent may resign may, at any time by giving not less than thirty days' prior time, resign upon 20 days written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removalresignation, the remaining Required Lenders shall have the right to appoint, on behalf of the Lenders, appoint a successor Agent; provided, however, that in the absence of any continuing Event of Default, such appointment of a successor Agent shall be consented to by the Borrower, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty 60 days after the retiring Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of the Lenders, shall select a successor Agent, with the consent of the Borrower (such consent not to be unreasonably withheld) provided such successor is an Eligible Assignee. Upon the acceptance of any appointment as the an Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as an Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Agreement Section 10.9 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the an Agent hereunderunder this Credit Agreement.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving not less than thirty 45 days' prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrower. Upon any such resignation or removalresignation, the remaining Lenders shall shall, after soliciting the views of the Borrower, have the right to appoint, on behalf of the Lenders, appoint another Xxxxxx as a successor agent (the "Successor Agent") who shall be acceptable to the Borrower, acting reasonably. If no successor Successor Agent shall have been so appointed by the Lenders 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 appointshall, on behalf of the Lenders, appoint a successor AgentSuccessor Agent who shall be a Lender acceptable to the Borrower, acting reasonably. Upon the acceptance of any appointment as the Agent hereunder by a successor Successor Agent, such successor Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its further duties and obligations hereunderas Agent under this Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement Article shall continue in effect for to enure to its benefit in respect of as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was acting as the Agent hereunder.

Successor Agent. The Agent may resign at any time by giving not less than as Agent upon thirty (30) days' prior ’ written notice thereof to the remaining Lenders Noteholders and the Debtor Borrower, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. If the Agent resigns under this Agreement, subject to the proviso in the preceding sentence, the Noteholders shall, by majority vote (with number of votes based on dollars of funds advanced through the Term Loan and Revolving Advances) appoint from among the Noteholders a successor agent for the Noteholders. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Lenders shall have the right to appoint, on behalf of after consulting with the LendersNoteholders, a successor Agentagent from among the Noteholders. If no successor Agent shall have been so appointed has accepted the appointment as Agent by the Lenders and shall have accepted such appointment within date which is thirty (30) days after the retiring Agent's giving following a notice of resignation, then the retiring Agent may appoint, on behalf Agent’s resignation shall nevertheless thereupon become effective and the Noteholders shall perform all of the Lendersduties of the Agent hereunder until such time, if any, as the Noteholders appoint a successor AgentAgent as provided for above. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring agent and the term “Agent, ” shall mean such successor agent and the retiring Agent agent’s appointment, powers and duties as agent shall be discharged from its duties and obligations hereunderterminated. After any retiring Agent's agent’s resignation hereunder as Agentagent, the provisions of this Agreement Section shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderagent under this Agreement.

Successor Agent. The Administrative Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders Banks and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersCompany. Upon any such resignation or removalresignation, the remaining Lenders Required Banks shall have the right to appoint, on behalf of the Lenders, appoint a successor Administrative Agent, which successor Administrative Agent shall be satisfactory to the Company, provided that no Default is continuing. If no successor Administrative Agent shall have been so appointed by the Lenders Required Banks, and shall have accepted such appointment appointment, within thirty 30 days after the retiring Agent's giving Administrative Agent gives notice of resignation, then the retiring Administrative Agent may appointmay, on behalf of the LendersBanks, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000 and (unless a Default has occurred and is continuing) shall otherwise be subject to the consent of the Company, which consent shall not be unreasonably withheld. Upon the acceptance of any its appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties Credit Agreement and obligations hereunder. After any retiring Administrative Agent's ’s resignation hereunder as Administrative Agent, the provisions of this Agreement Article shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderAdministrative Agent.

Successor Agent. The Administrative Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrower. Upon any such resignation or removalresignation, the remaining Requisite Lenders shall have the right to appoint, on behalf of the Lenders, appoint a successor Agent. If no successor Agent shall have been so appointed by the Lenders Requisite Lenders, and shall have accepted such appointment appointment, within thirty 30 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may appointmay, on behalf of the Lenders, appoint a successor Agent, selected from among the Lenders. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Documents. After Prior to any retiring Agent's resignation hereunder as Agent, the provisions retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. After such resignation, the retiring Agent shall continue to have the benefit of this Agreement shall continue in effect for its benefit in respect of Article XII as to any actions taken or omitted to be taken by it while it was acting as Agent under this Agreement and the Agent hereunderother Loan Documents.

Successor Agent. (a) The Agent may may, upon five (5) Business Days' notice to the Lenders and the Borrower, resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders and the Debtor Borrower. The Agent's resignation shall be effective upon the appointment of a successor Agent. (b) Upon receipt of the Agent's resignation, the Required Lenders may appoint a successor Agent. Unless an Event of Default shall have occurred and be continuing at the time of such appointment, the successor Agent may shall be removed at any time with or without cause by written notice received subject to approval by the Borrower, which approval shall not to be unreasonably withheld or delayed, and shall be delivered to the Required Lenders within five (5) Business Days after the Borrower's receipt of notice of a proposed successor Agent. If a successor Agent from has not accepted its appointment within fifteen (15) Business Days, then the remaining Lenders. Upon any such resignation or removal, the remaining Lenders shall have the right to appointresigning Agent may, on behalf of the Lenders, appoint a successor Agent. If no -31- (c) Upon its acceptance of the agency hereunder, a successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty days after the retiring Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of the Lenders, a successor Agent. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring resigning Agent, and the retiring resigning Agent shall be discharged from its duties and obligations hereunderunder this Agreement. After any retiring Agent's resignation hereunder as Agent, The resigning Agent shall continue to have the provisions benefit of this Agreement shall continue in effect Article IX for its benefit in respect of any actions taken action or omitted to be taken by it inaction while it was acting as the Agent hereunderAgent.

Successor Agent. The Administrative Agent may resign at any time upon 30 days’ notice by giving not less than thirty days' prior written notice thereof to notifying the remaining Lenders Lenders, the Issuers and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersCompany. Upon any such resignation or removalnotice of resignation, the remaining 185 Required Lenders shall have the right right, in consultation with the Company, to appoint, on behalf of the Lenders, appoint a successor Agentfrom among the Lenders that is a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty 30 days after the retiring Agent's giving Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may appointmay, on behalf of the LendersLenders and the Issuers, appoint a successor AgentAdministrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of any its appointment as the Administrative Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, . Whether or not a successor has been appointed such resignation shall become effective in accordance with the notice given by the Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After any retiring the Administrative Agent's ’s resignation hereunder as Agenthereunder, the provisions of this Agreement Article and Section 10.6 shall continue in effect for the benefit of such retiring Administrative Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Agent hereunderAdministrative Agent.

Successor Agent. The Agent may resign as Agent upon at any time by giving not less than thirty least 30 days' ’ prior written notice thereof to the remaining Lenders and the Debtor Borrower, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. In the event the Bank sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Agent and such purchaser or transferee shall, with the consent of the Borrower, such consent not to be unreasonably withheld or delayed, become the successor Agent hereunder. Subject to the foregoing, if the Agent may be removed at any time with or without cause by written notice received by resigns under this Agreement and no successor Agent has been appointed pursuant to the Agent from the remaining Lenders. Upon any such resignation or removalimmediately preceding sentence, the remaining Majority Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a successor Agent. If no successor Agent shall have been so agent is appointed by prior to the Lenders and shall have accepted such appointment within thirty days after effective date of the retiring resignation of the Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of after consulting with the LendersLenders and the Borrower, a successor Agentagent from among the Lenders. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent, ” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Article 12 shall continue in effect for to inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. (a) The Agent may resign as the Agent at any time by giving not less than thirty upon 10 days' ’ prior written notice thereof to the remaining Lenders and the Debtor and Borrower. If the Agent resigns under this Agreement, the Required Lenders shall appoint a successor agent. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent may be removed at any time with or without cause by written notice received by the appoint a successor Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Lenders shall have the right to appoint, on behalf of the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty days after the retiring Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of consulting with the Lenders, a successor Agent. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “the Agent” shall mean such successor agent, and the retiring Agent’s appointment, powers and duties as the Agent shall be discharged from its duties and obligations hereunderterminated. After any retiring the Agent's ’s resignation hereunder as the Agent, the provisions of this Agreement Section 9 and Sections 1.4, 3.1, 5.27, 10.4 and 10.5 shall continue in effect for to inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting the Agent under this Agreement. If no successor agent has accepted appointment as the Agent hereunderby the date which is 30 days following a retiring the Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Required Lenders shall perform all of the duties of the Agent hereunder until such time as the Required Lenders shall appoint a successor agent as provided for above.

Successor Agent. The 9.12 Subject to the appointment and acceptance of a successor Agent as provided below, the Agent may resign at any time by giving not less than thirty days' prior 30 days written notice thereof to the remaining Lenders Borrower and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removalresignation, the remaining Majority Lenders shall have the right to appoint, on behalf appoint a successor Agent who shall be one of the Lenders, a successor AgentLenders unless none of the Lenders wishes to accept such appointment. If no successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty days after by the retiring Agent's giving notice time of such resignation, then the retiring Agent may appointmay, on behalf of the Lenders, appoint a successor Agent. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring Agent, Agent (in its capacity as Agent but not in its capacity as a Lender) and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder (in its capacity as Agent but not in its capacity as a Lender). After any retiring Agent's ’s resignation hereunder as the Agent, the provisions of this Agreement 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 hereunderAgent.

Successor Agent. The Agent may resign at any time by giving not less than as Agent upon thirty (30) days' prior written ’ notice thereof to the remaining Lenders and the Debtor Borrower. If the Agent shall resign as Agent under this Agreement and the Agent may be removed at any time with or without cause by written notice received by other Loan Documents, then the Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a which successor agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the term “Agent” shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty date that is 30 days after the following a retiring Agent's giving ’s notice of resignation, then the retiring Agent may appointAgent’s resignation shall nevertheless thereupon become effective, on behalf and the Lenders shall assume and perform all of the Lenders, a successor Agent. Upon the acceptance duties of any appointment as the Agent hereunder by until such time, if any, as the Required Lenders appoint 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 hereunderagent as provided for above. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Article IX 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 Agent under this Agreement and the Agent hereunderother Loan Documents.

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders and the Debtor Borrower, and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Required Lenders. Upon any such resignation or removal, the remaining Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Such successor Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement 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 hereunderhereunder and under the other Loan Documents.

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders Banks and the Debtor Borrower and the Agent may be removed at any time with or without cause by with the written notice received by approval of the Agent from the remaining LendersRequired Banks. Upon any such resignation or removal, the remaining Lenders Required Banks shall have the right to appoint, on behalf appoint a successor Agent with the consent of the LendersBorrower, a successor Agentwhich shall not be unreasonably withheld. If no successor Agent shall have has been so appointed by the Lenders Required Banks, and shall have has accepted such appointment 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 appointmay, on behalf of the LendersBanks, appoint a successor AgentAgent with the consent of the Borrower. (which shall not be unreasonably withheld), which successor Agent shall be a commercial bank organized under the laws of the United States of America or of any state thereof and having a combined capital and surplus of at least five hundred million Dollars ($500,000,000). Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its any further duties and obligations hereunderunder the Credit Documents and the other Project Agreements. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Agreement Article 8 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderagent under this Agreement.

Successor Agent. The Agent may resign at any time by giving not less than thirty as Agent upon 10 days' prior written ’ notice thereof to the remaining Lenders and the Debtor Borrower. If Agent shall resign as Agent under this Agreement and the Agent may be removed at any time with or without cause by written notice received by other Loan Documents, then the Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf Lenders (and the Affiliates of any of the Lenders, ) a successor agent for the Lenders, whereupon such successor agent shall succeed to the rights, powers and duties of Agent, and the term “Agent” shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loan. If no successor agent has accepted appointment as Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty date that is 10 days after the following a retiring Agent's giving ’s notice of resignation, then the retiring Agent may appoint, on behalf of the Lenders, a successor Agent. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent’s resignation shall nevertheless thereupon become effective, and the retiring Lenders shall assume and perform all of the duties of Agent shall be discharged from its duties and obligations hereunderhereunder until such time, if any, as the Required Lxxxxxx appoint a successor agent as provided for above. After any the retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Article VIII 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 Agent under this Agreement and the Agent hereunderother Loan Documents.

Successor Agent. The Agent may voluntarily resign at any time by giving not less than as Agent upon thirty (30) days' prior written notice thereof to the remaining Lenders and the Debtor and Borrowers, or shall resign upon the written request of the Majority Lenders, with such written request also being provided to the Borrowers. If the Agent may be removed at any time with or without cause by written notice received by the shall resign as Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Lenders shall have the right to appoint, on behalf of the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty days after the retiring Agent's giving notice of resignationunder this Agreement, then the retiring Agent may appoint, on behalf of Majority Lenders shall appoint from among the Lenders, Lenders a successor Agent. Upon the acceptance of any appointment as the Agent hereunder by a agent which successor Agentagent, whereupon such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring resigning Agent, and the retiring term "Agent" shall mean such successor agent effective upon its appointment, and the former Agent's rights, powers and duties as Agent shall be discharged from its duties terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement, or any holders of the Notes. If a successor Agent is not appointed before the end of such thirty (30) day notice period, the resigning Agent shall continue to serve as Agent hereunder for a limited period of time beyond such thirty (30) day notice period; provided that the Borrowers and obligations hereunderthe Lenders diligently attempt to identify and appoint a successor Agent. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement Section 14 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. The Agent may resign at any time by giving not less than thirty as the Agent upon 60 days' prior --------------- written notice thereof to the remaining Lenders and the Debtor and the Agent may Borrower. If such notice shall be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removalgiven, the remaining Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, during such 60-day period, which successor agent shall be reasonably satisfactory to the Borrower, to serve as agent hereunder and under the several documents, the forms of which are attached hereto as exhibits, or which are referred to herein. If at the end of such 60-day period the Lenders have not appointed such a successor, the Agent shall procure a successor Agent. If no successor Agent shall have been so appointed by reasonably satisfactory to the Lenders and the Borrower, to serve as agent for the Lenders hereunder and under the several documents, the forms of which are attached hereto as exhibits, or which are referred to herein. Any such successor agent shall have accepted such appointment within thirty days after succeed to the retiring Agent's giving notice of resignationrights, then the retiring Agent may appoint, on behalf powers and duties of the Lenders, a successor Agent. Upon the acceptance appointment of such successor agent or upon the expiration of such 60-day period (or any appointment as longer period to which the Agent hereunder by a successor has agreed), the former Agent, such successor Agent shall thereupon succeed to and become vested with all the 's rights, powers, privileges powers and duties of the retiring Agent, and the retiring as Agent shall be discharged from its duties and obligations hereunderterminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After any retiring Agent's resignation hereunder as the Agent, the provisions of this Agreement Article IX shall continue in effect for its inure to the benefit in respect of such retiring Agent as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. The Agent may resign as the Agent upon at any time by giving not less than least thirty (30) days' ’ prior written notice thereof to the remaining Lenders and the Debtor Borrower, such resignation to be effective upon the acceptance of a successor agent to its appointment as the Agent. In the event the Bank sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as the Agent may be removed at any time with and such purchaser or without cause by written notice received by transferee shall become the successor agent hereunder. Subject to the foregoing, if the Agent from the remaining Lenders. Upon any such resignation or removalresigns under this Agreement, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a successor Agent. If no successor Agent shall have been so agent is appointed by prior to the Lenders and shall have accepted such appointment within thirty days after effective date of the retiring resignation of the Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of after consulting with the LendersLenders and the Borrower, a successor Agentagent from among the Lenders. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring agent and the term “Agent, ” shall mean such successor agent and the retiring agent’s appointment, powers, and duties as the Agent shall be discharged from its duties and obligations hereunderterminated. After any retiring Agent's agent’s resignation hereunder as the Agent, the provisions of this Agreement Article 12 shall continue in effect for to inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. The Agent may resign at any time by giving not less than thirty (30) days' ’ prior written notice thereof to the remaining Lenders and the Debtor and the Borrower. The Majority Lenders, for good cause, may remove Agent may be removed at any time with or without cause by giving thirty (30) days’ prior written notice received by to the Agent from Agent, the remaining Borrower and the other Lenders. Upon any such resignation or removal, the remaining Majority Lenders shall have the right to appoint, on behalf of the Lenders, appoint a successor Agent. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's ’s giving notice of resignationresignation or the Majority Lenders’ giving notice of removal, as the case may be, then the retiring Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Each such successor Agent shall be a financial institution which meets the requirements of an Eligible Assignee. Unless an Event of Default shall have occurred and be continuing, any successor Agent shall be reasonably acceptable to the Borrower. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. After any retiring Agent's ’s resignation hereunder as Agenthereunder, the provisions of this Agreement Article 15 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder.

Successor Agent. The Subject to the appointment and acceptance of a successor as provided in this paragraph, the Agent may resign at any time by giving not less than thirty days' prior written notice thereof to notifying the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrower. Upon any such resignation or removalresignation, the remaining Required Lenders shall have the right right, in consultation with the Borrower, to appoint, on behalf of the Lenders, appoint a successor Agentsuccessor. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty 30 days after the retiring Agent's giving Agent gives notice of its resignation, then the retiring Agent may appointmay, on behalf of the Lenders, appoint a successor Agent. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After any retiring the Agent's ’s resignation hereunder as Agenthereunder, the provisions of this Agreement Article and Section 10.03 shall continue in effect for the benefit of such retiring Agent, its benefit sub–agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Agent hereunderAgent.

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBanks. Upon any such resignation or removalresignation, the remaining Lenders Majority Banks (with the consent of the Borrower, if at the time of such resignation no Event of Default exists, which consent shall not be unreasonably withheld) shall have the right to appoint, on behalf of the Lenders, appoint a successor Agent. If no successor Agent shall have been so appointed by the Lenders Majority Banks (with the consent of the Borrower to the extent required) and shall have accepted such appointment within thirty days after the retiring Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of the Lenders, appoint a successor Agent. Such successor Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as the Agent, the provisions of this Agreement Section 11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving not less than thirty 45 days' ’ prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrower. Upon any such resignation or removalresignation, the remaining Lenders shall lenders shall, after soliciting the views of the Borrower, have the right to appoint, on behalf of the Lenders, appoint another Lender as a successor agent (the “Successor Agent”) who shall be acceptable to the Borrower, acting reasonably. If no successor Successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty 30 days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may appointshall, on behalf of the Lenders, appoint a successor AgentSuccessor Agent who shall be a Lender acceptable to the Borrower, acting reasonably. Upon the acceptance of any appointment as the Agent hereunder by a successor Successor Agent, such successor Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its further duties and obligations hereunderas Agent under this Agreement. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Article shall continue in effect for to enure to its benefit in respect of as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was acting as the Agent hereunder.

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior as Agent upon 30 days written notice thereof to the remaining Lenders and the Debtor and Borrowers; provided, however, that such resignation shall not take effect until a successor agent has been appointed. If the Agent may be removed at any time with or without cause by written notice received by the shall resign as Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Lenders shall have the right to appoint, on behalf of the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty days after the retiring Agent's giving notice of resignationunder this Agreement, then the retiring Agent may appoint, on behalf of Required Lenders shall appoint from among the Lenders, Lenders a successor Agent. Upon agent for the acceptance Lenders which successor agent shall be approved by the Borrowers (which approval shall not be unreasonably withheld and shall not be required if an Event of any appointment as the Agent hereunder by a successor AgentDefault has occurred and is continuing), whereupon such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent, and the retiring term "Agent" shall mean such successor agent effective upon its appointment, and the former Agent's rights, powers and duties as Agent shall be discharged terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Notes. If the Required Lenders have failed to appoint a successor agent within 30 days after the resignation notice given by the Agent as provided above, then the Agent shall be entitled to appoint a successor agent from its duties and obligations hereunderamong the Lenders. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement Article 14 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders and the Debtor Borrowers and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Majority Lenders. Upon any such resignation or removal, the remaining Majority Lenders shall have the right to appointappoint a successor Agent with the prior consent of Borrowers, on behalf which consent shall not be unreasonably withheld or delayed, provided that such consent of the Lenders, a successor AgentBorrowers shall not be required at any time an Event of Default exists and continues. If no successor Agent shall have been so appointed by the Lenders Majority Lenders, and shall have accepted such appointment appointment, within thirty (30) days after the retiring Agent's ’s giving of notice of resignationresignation or the Majority Lenders’ removal of the retiring Agent, then the retiring Agent may appointmay, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial Lender organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least One-Hundred Million Dollars ($100,000,000). Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderas Agent under this Agreement. After any retiring Agent's ’s resignation or removal hereunder as Agent, the provisions of this Agreement Article 12 shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders and the Debtor Borrower, and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Required Lenders. Upon any such resignation or removal, the remaining Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Such successor Agent shall be a commercial bank having capital and retained earnings of at least $50,000,000. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Loan Documents. After any retiring or removed Agent's resignation or removal hereunder as Agent, the provisions of this Agreement 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 hereunderhereunder and under the other Loan Documents.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving not less than thirty 45 days' prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrower. Upon any such resignation or removalresignation, the remaining Lenders shall shall, after soliciting the views of the Borrower, have the right to appoint, on behalf of the Lenders, appoint another Lxxxxx as a successor agent (the "Successor Agent") who shall be acceptable to the Borrower, acting reasonably. If no successor Successor Agent shall have been so appointed by the Lenders 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 appointshall, on behalf of the Lenders, appoint a successor AgentSuccessor Agent who shall be a Lender acceptable to the Borrower, acting reasonably. Upon the acceptance of any appointment as the Agent hereunder by a successor Successor Agent, such successor Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its further duties and obligations hereunderas Agent under this Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement Article shall continue in effect for to enure to its benefit in respect of as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was acting as the Agent hereunder.

Successor Agent. The Agent may resign at any time by giving not less than thirty as the Agent upon sixty (60) days' prior written notice thereof to the remaining Lenders and the Debtor and the Agent may Borrower. If such notice shall be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removalgiven, the remaining Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, during such 60-day period, which successor agent shall be reasonably satisfactory to the Borrower, to serve as agent hereunder and under the several documents, the forms of which are attached hereto as exhibits, or which are referred to herein. If at the end of such 60-day period the Lenders have not appointed such a successor, the Agent shall procure a successor Agent. If no successor Agent shall have been so appointed by reasonably satisfactory to the Lenders and shall have accepted such appointment within thirty days after the retiring Agent's giving notice of resignationBorrower, then the retiring Agent may appoint, on behalf of to serve as agent for the Lenders, a the L/C Issuer and the Swingline Lender hereunder and under the several documents, the forms of which are attached hereto as exhibits, or which are referred to herein. Any such successor agent shall succeed to the rights, powers and duties of the Agent. Upon the acceptance appointment of such successor agent or upon the expiration of such 60-day period (or any appointment as longer period to which the Agent hereunder by a successor has agreed), the former Agent, such successor Agent shall thereupon succeed to and become vested with all the 's rights, powers, privileges powers and duties of the retiring Agent, and the retiring as Agent shall be discharged from its duties and obligations hereunderterminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After any retiring Agent's resignation hereunder as the Agent, the provisions of this Agreement Article IX shall continue in effect for its inure to the benefit in respect of such retiring Agent as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. (a) The Agent may resign at any time by giving not less than thirty as Agent upon 30 days' prior written ’’ notice thereof to the remaining Lenders and the Debtor Borrowers. If the Agent shall resign as Agent under this Agreement and the Agent may be removed at any time with or without cause by written notice received by other Loan Documents, then the Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a which successor agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the term “Agent” shall mean such successor agent effective upon such appointment and approval, and the former Agent’’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of Loans. If no successor agent has accepted appointment as Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty date that is 30 days after the following a retiring Agent's giving ’’s notice of resignation, then the retiring Agent may appointAgent’’s resignation shall nevertheless thereupon become effective, on behalf and the Lenders shall assume and perform all of the Lenders, a successor Agent. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring AgentAgent hereunder, and until such time, if any, as the retiring Agent shall be discharged from its duties and obligations hereunderRequired Lenders appoint a successor agent as provided for above. After any retiring Agent's ’’s resignation hereunder as Agent, the provisions of this Agreement Article VIII 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 Agent under this Agreement and the Agent hereunderother Loan Documents.

Successor Agent. The Agent may resign as such at any time by giving not less than thirty days' upon at least 30 days prior written notice thereof to the remaining Lenders Company and the Debtor and the all Lenders. If Agent may be removed at any time with shall resign or without cause if a vacancy shall occur in the office of Agent for any other reason, Required Lenders shall, by written notice received by the instrument, appoint a successor Agent (consisting of any other Lender or financial institution satisfactory to such Required Lenders) which shall thereupon become Agent hereunder and shall be entitled to receive from the remaining Lendersprior Agent such documents of transfer and assignment as such successor agent may reasonably request. Upon any such resignation or removal, the remaining Lenders shall have the right to appoint, on behalf of the Lenders, a successor Agent. If no Such successor Agent shall have been so appointed by succeed to all of the Lenders rights and shall have accepted such appointment within thirty days after the retiring Agent's giving notice obligations of resignation, then the retiring Agent may appointas if originally named. The retiring Agent shall duly assign, on behalf of transfer and deliver to such successor Agent all moneys at the Lenders, a successor Agenttime held by the retiring agent hereunder after deducting therefrom its expenses for which it is entitled to be reimbursed. Upon the acceptance such succession of any appointment as the 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, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agent, except for its gross negligence or willful misconduct arising prior to its retirement hereunder, and the provisions of this Agreement Section 12 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the an Agent hereunder.

Successor Agent. The Any Agent may resign at any time upon 30 days’ notice by giving not less than thirty days' prior written notice thereof to notifying the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersCompany. Upon any such resignation or removalnotice of resignation, the remaining Required Lenders shall have the right right, in consultation with the Company, to appointappoint a successor from among the Lenders that is a bank with an office in New York, New York, or an Affiliate of any such bank. If no successor shall have been so appointed by the Required Xxxxxxx and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Administrative Agent or Collateral Agent. If no successor Agent , as applicable, which shall (unless a Default shall have been so appointed occurred and be continuing) be subject to approval by the Lenders and shall have accepted such appointment within thirty days after the retiring Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of the Lenders, a successor AgentCompany. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agentsuccessor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, . Whether or not a successor has been appointed such resignation shall become effective in accordance with the notice given by the Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Company to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After any retiring an Agent's ’s resignation hereunder as Agenthereunder, the provisions of this Agreement Article and Section 10.6 shall continue in effect for the benefit of such retiring Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Administrative Agent hereunderor Collateral Agent, as applicable.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving not less than thirty 45 days' ’ prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrower. Upon any such resignation or removalresignation, the remaining Lenders shall shall, after soliciting the views of the Borrower, have the right to appoint, on behalf of the Lenders, appoint another Lender as a successor agent (the “Successor Agent”) who shall be acceptable to the Borrower, acting reasonably. If no successor Successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty 30 days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may appointshall, on behalf of the Lenders, appoint a successor AgentSuccessor Agent who shall be a Lender acceptable to the Borrower, acting reasonably. Upon the acceptance of any appointment as the Agent hereunder by a successor Successor Agent, such successor Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its further duties and obligations hereunderas Agent under this Agreement. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Article shall continue in effect for to enure to its benefit in respect of as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was acting Agent hereunder. Further, if at any time the Agent, in its capacity as a Lender, does not hold more Commitments than any other Lender, unless an Event of Default has occurred and is continuing, the Borrower may replace the Agent hereunderwith any other Person which is a Lender or an Affiliate of a Lender.

Successor Agent. (a) The Agent may resign at any time by giving not less than thirty 30 days' ’ prior written notice thereof to the remaining Lenders and the Debtor and the HoldCo Borrower, whether or not a successor Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lendershas been appointed. Upon any such resignation or removal, the remaining Required Lenders shall have the right right, in consultation with the HoldCo Borrower, to appoint, on behalf of the Lenders, appoint a successor Agent. If no successor Agent shall have been so appointed by the Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty 30 days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may appointmay, on behalf of the Lenders, appoint a successor Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior written approval of the HoldCo Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to to, and become vested with with, all the rights, powers, privileges and duties of the retiring Agent. Upon the acceptance of appointment as Agent by a successor Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderunder this Agreement and the other Loan Documents. After Prior to any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement retiring Agent shall continue in effect for take such action as may be reasonably necessary to assign to the successor Agent its benefit in respect of any actions taken or omitted rights as Agent under the Loan Documents. The fees payable by the HoldCo Borrower to a successor Agent shall be taken the same as those payable to its predecessor unless otherwise agreed by it while it was acting as the Agent hereunderHoldCo Borrower and such successor.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving not less than thirty 45 days' prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrower. Upon any such resignation or removalresignation, the remaining Lenders shall shall, after soliciting the views of the Borrower, have the right to appoint, on behalf of the Lenders, appoint another Lender as a successor agent (the "Successor Agent") who shall be acceptable to the Borrower, acting reasonably. If no successor Successor Agent shall have been so appointed by the Lenders 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 appointshall, on behalf of the Lenders, appoint a successor AgentSuccessor Agent who shall be a Lender acceptable to the Borrower, acting reasonably. Upon the acceptance of any appointment as the Agent hereunder by a successor Successor Agent, such successor Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its further duties and obligations hereunderas Agent under this Agreement. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement Article shall continue in effect for to enure to its benefit in respect of as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was acting as the Agent hereunder.

Successor Agent. The Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time either under this Agreement or under the Security Documents by giving not less than thirty days' prior written notice thereof to the remaining Term Lenders and the Debtor Borrower, and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Majority Lenders. Upon any such resignation or removal, the remaining Majority Lenders shall have the right to appoint, on behalf of the Lenders, appoint a successor AgentAgent acceptable to Borrower. If no successor Agent shall have been so appointed by the Majority Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving notice of resignationresignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may appointmay, on behalf of the Term Lenders, a appoint one of the other Term Lenders as successor Agent. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. After any retiring Agent's resignation or removal hereunder as Agent, the provisions provision of this Agreement Article 6 shall continue in effect for its such Agent's benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder.

Successor Agent. The Agent may may, as hereinafter provided, resign at any time by giving not less than thirty 45 days' ’ prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrowers. Upon any such resignation or removalresignation, the remaining Lenders shall shall, after soliciting the view of the Borrowers, have the right to appoint, on behalf of the Lenders, appoint another Xxxxxx as a successor agent (the “Successor Agent”) who shall be acceptable to the Canadian Borrower, acting reasonably. If no successor Successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty 30 days after the retiring Agent's ’s giving of notice of resignation, then the retiring Agent may appointshall, on 133 behalf of the Lenders, appoint a successor AgentSuccessor Agent who shall be a Lender acceptable to the Canadian Borrower, acting reasonably. Upon the acceptance of any appointment as the Agent hereunder by a successor Successor Agent, such successor Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall thereupon be discharged from its further duties and obligations hereunderas Agent under this Agreement. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Article shall continue in effect for to enure to its benefit in respect of as to any actions taken or omitted to be taken by it as Agent or in its capacity as Agent while it was acting as the Agent hereunder.

Successor Agent. (a) The Agent may resign at any time by giving not less than thirty as Agent upon 30 days' prior written ’ notice thereof to the remaining Lenders and the Debtor Borrowers. If the Agent shall resign as Agent under this Agreement and the Agent may be removed at any time with or without cause by written notice received by other Loan Documents, then the Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a which successor agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the term “Agent” shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of Term Loan. If no successor agent has accepted appointment as Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty date that is 30 days after the following a retiring Agent's giving ’s notice of resignation, then the retiring Agent may appointAgent’s resignation shall nevertheless thereupon become effective, on behalf and the Lenders shall assume and perform all of the Lenders, a successor Agent. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring AgentAgent hereunder, and until such time, if any, as the retiring Agent shall be discharged from its duties and obligations hereunderRequired Lenders appoint a successor agent as provided for above. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Article VIII 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 Agent under this Agreement and the Agent hereunderother Loan Documents.

Successor Agent. The Administrative Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders Banks and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersCompany. Upon any such resignation or removalresignation, the remaining Lenders Required Banks shall have the right to appoint, on behalf of the Lenders, appoint a successor Administrative Agent, which successor Administrative Agent shall be satisfactory to the Company, provided that no Default is continuing. If no successor Administrative Agent shall have been so appointed by the Lenders Required Banks, and shall have accepted such appointment appointment, within thirty 30 days after the retiring Agent's giving Administrative Agent gives notice of resignation, then the retiring Administrative Agent may appointmay, on behalf of the LendersBanks, appoint a successor Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000 and (unless a Default has occurred and is continuing) shall otherwise be subject to the consent of the Company, which consent shall not be unreasonably withheld. Upon the acceptance of any its appointment as the Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Agreement Article shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunder.Administrative Agent. Credit Agreement

Successor Agent. The Agent may resign at any time as Agent under the Loan Documents by giving not less than thirty days' prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrower. Upon any such resignation or removalresignation, the remaining Requisite Lenders shall have the right to appoint, on behalf of the Lenders, appoint a successor AgentAgent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower's approval, which approval shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by in accordance with the Lenders immediately preceding sentence, and shall have accepted such appointment appointment, within thirty 30 days after the retiring current Agent's giving of notice of resignation, then the retiring current Agent may appointmay, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve, and otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring current Agent, and the retiring current Agent shall be discharged from its duties and obligations hereunderunder the Loan Documents. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement Article X. shall continue in effect for to inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Agent hereundermay assign its rights and duties under the Loan Documents to any of its affiliates which is an Eligible Assignee by giving the Borrower and each Lender prior written notice.

Successor Agent. The Agent Agent, or any successor Agent, may resign as Agent at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders and to the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrower. Upon any such resignation or removalresignation, the remaining Majority Lenders shall have the right to appoint, on behalf of the Lenders, appoint a successor Agent, which is a Lender under this Agreement. If If, in the case of a resignation by the Agent, no successor Agent shall have been so appointed by the Lenders Majority Lenders, and shall have accepted such appointment appointment, within thirty (30) days after the retiring Agent's giving of notice of resignation, then the retiring Agent may appointmay, on behalf of the Lenders, appoint any one of the other Lenders as a successor Agent. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from its all further duties and obligations hereunderas Agent under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Agreement SECTION 8.6 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 Agent under this Agreement. The Agent agrees that it shall not assign any of its rights or duties as the Agent hereunderto any other Person.

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersBorrower. Upon any such resignation or removalresignation, the remaining Required Lenders shall have the right to appoint, on behalf of the Lenders, appoint a successor Agent, reasonably acceptable to Borrower, which shall be an entity which is organized or licensed under the laws of the United States of America or any state thereof. If no successor Agent shall have been so appointed by the Lenders Required Lenders, and shall have accepted such appointment appointment, within thirty (30) days after the retiring Agent's giving Agent gives notice of resignation, then the retiring Agent may appointmay, on behalf of the Lenders, appoint a successor AgentAgent reasonably acceptable to Borrower, which shall be an entity which is organized or licensed under the laws of the United States of America or any state thereof. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights 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 hereunder as Agent, the provisions of this Agreement Article shall continue in effect for inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderAgent.

Successor Agent. The Agent may resign as such at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders Borrower and Lenders, and the Debtor and the Agent may be removed Majority Lenders may, at any time with or without cause when the sum of GE Capital's Pro Rata Share of the Commitment plus the outstanding principal balance of GE Capital's Term Loan equal less than fifty percent(50%) of the sum of the Commitment and the aggregate outstanding principal balance of all Term Loans remove the Agent by written notice received by to that effect, with the written consent of Borrower (which consent shall not unreasonably be withheld). Any resignation or removal shall become effective upon a successor's acceptance of appointment as Agent. In either event, the Majority Lenders shall appoint a successor Agent or Agents, who must be from among the Lenders; provided that the Agent shall be entitled to appoint a successor Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Lenders shall have the right to appoint, on behalf of among the Lenders, subject to acceptance of appointment by that successor Agent, if the Majority Lenders have not appointed a successor Agent. If no successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty 30 days after the retiring Agent's giving date the Agent gave notice of resignation, then the retiring Agent may appoint, on behalf of the Lenders, a successor Agentresignation or was removed. Upon the a successor's acceptance of any appointment as the Agent hereunder by a successor Agent, such the successor Agent shall will thereupon succeed to and become vested with all the rights, powers, privileges privileges, and duties of the retiring AgentAgent under the Loan Documents, and the retiring resigning or removed Agent shall will thereupon be discharged from its duties and obligations hereunder. After any retiring Agent's resignation hereunder as Agentthereafter arising under the Loan Documents, and the provisions of this Agreement Article 10 shall continue in effect for its to inure to the benefit in respect of the retiring or removed Agent as to any actions taken or omitted to be taken by it while it was acting serving as Agent under this Agreement and the Agent hereunderother Loan Documents.

Successor Agent. The Agent may resign as Agent upon at any time by giving not less than least thirty days(30)-days' prior written notice thereof to the remaining Lenders and the Debtor Borrowers, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. In the event the Bank sells all of its Commitment and Revolving Loans as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Agent and such purchaser or transferee shall become the successor Agent hereunder. Subject to the foregoing, if the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removalresigns under this Agreement, the remaining Majority Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a successor Agent. If no successor Agent shall have been so agent is appointed by prior to the Lenders and shall have accepted such appointment within thirty days after effective date of the retiring resignation of the Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of after consulting with the LendersLenders and the Borrowers, a successor Agentagent from among the Lenders. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agentagent hereunder, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent, " shall mean such successor agent and the retiring Agent's appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement Article 12 shall continue in effect for to inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. The Agent and the other Advancing Agents may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders and the Debtor and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining LendersCompany. Upon any such resignation or removalresignation, the remaining Required Lenders shall shall, have the right to appointappoint a successor Agent (or Advancing Agent, on behalf as applicable); provided, however, that so long as an Event of Default shall not have occurred and be continuing, upon any such resignation, the Company shall, with the consent of the LendersRequired Lenders (which consent shall not be unreasonably withheld), have the right to appoint any Lender as a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders or the Company, as the case may be, and shall have accepted such appointment appointment, within thirty (30) days after the retiring Agentagent's giving of notice of resignation, then the retiring Agent may appointagent may, on behalf of the Lenders, appoint a successor agent, which may be (i) any Lender, or (ii) any other commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000 (or any affiliate thereof qualified to fulfill the obligations of the Canadian Lender or the London Agent, as applicable). Upon the acceptance of any its appointment as the Agent an agent hereunder by a successor Agentagent, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges rights and duties of the retiring Agentagent, and the retiring Agent agent shall be discharged from its duties and obligations hereunder. After any retiring Agentagent's resignation hereunder as Agentagent, the provisions of this Agreement Article shall continue in effect for inure to its benefit in respect of benefits as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderan agent.

Successor Agent. The Agent may resign at any time by giving not less than thirty days' prior written notice thereof to the remaining Lenders and the Debtor Borrower, and the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Required Lenders. Upon any such resignation or removal, the remaining Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding anything herein to the contrary, so long as no Event of Default has occurred and is continuing, each such successor Agent shall be subject to approval by the Borrower, which approval shall not be unreasonably withheld. Such successor Agent shall be a commercial bank or other type of institution acceptable to the Lenders having capital and retained earnings of at least $50,000,000. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunderhereunder and under the other Transaction Documents. After any retiring Agent's resignation hereunder as Agent, the provisions of this Agreement Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunderhereunder and under the other Transaction Documents.

Successor Agent. The Agent may resign as Agent upon at any time by giving not less than least thirty (30) days' ’ prior written notice thereof to the remaining Lenders and the Debtor and Borrower, such resignation to be effective at the end of such thirty (30) day period (or such earlier date on which a successor agent shall have accepted its appointment or as shall be agreed by the Required Lenders). Subject to the foregoing, if the Agent may be removed at any time with or without cause by written notice received by the Agent from the remaining Lenders. Upon any such resignation or removalresigns under this Agreement, the remaining Required Lenders (with the prior consent of the Borrower, such consent not to be unreasonably withheld and such consent not to be required if a Specified Default has occurred and is continuing) shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, which successor agent shall be a successor AgentLender and a commercial bank, commercial finance company or other asset based lender having total assets in excess of $5,000,000,000. If no successor Agent shall have been so agent is appointed by prior to the Lenders and shall have accepted such appointment within thirty days after effective date of the retiring resignation of the Agent's giving notice of resignation, then the retiring Agent may appoint, on behalf of after consulting with the LendersLenders and the Borrower, a successor Agentagent from among the Lenders. Upon the acceptance of any its appointment as the Agent hereunder by a successor Agentagent hxxxxxxxx, such successor Agent agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent, ” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be discharged from its duties and obligations hereunderterminated. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement ARTICLE XIV and Section 15.10 shall continue in effect for to inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Agent hereunderunder this Agreement.

Successor Agent. (a) The Agent may resign at any time by giving not less than thirty as Agent upon 30 days' prior written ’ notice thereof to the remaining Lenders and the Debtor Borrowers. If the Agent shall resign as Agent under this Agreement and the Agent may be removed at any time with or without cause by written notice received by other Loan Documents, then the Agent from the remaining Lenders. Upon any such resignation or removal, the remaining Required Lenders shall have appoint from among the right to appoint, on behalf of Lenders a successor agent for the Lenders, a which successor agent shall (unless an Event of Default shall have occurred and be continuing) be subject to approval by the Borrowers (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Agent, and the term “Agent” shall mean such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of Term LoanLoans. If no successor agent has accepted appointment as Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty date that is 30 days after the following a retiring Agent's giving ’s notice of resignation, then the retiring Agent may appointAgent’s resignation shall nevertheless thereupon become effective, on behalf and the Lenders shall assume and perform all of the Lenders, a successor Agent. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring AgentAgent hereunder, and until such time, if any, as the retiring Agent shall be discharged from its duties and obligations hereunderRequired Lenders appoint a successor agent as provided for above. After any retiring Agent's ’s resignation hereunder as Agent, the provisions of this Agreement Article VIII 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 Agent under this Agreement and the Agent hereunderother Loan Documents.