Common use of Resignation by Agent Clause in Contracts

Resignation by Agent. (a) Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at any time by giving 30 days' prior written notice (as provided in the Agreement) to Debtors and Secured Parties. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below. (b) Upon any such notice of resignation, the Required Parties shall appoint a successor Agent hereunder. (c) If a successor Agent shall not have been so appointed within said 30-day period, Agent shall then appoint a successor Agent who shall serve as Agent until such time, if any, as Secured Parties appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Debtors on demand. (d) Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent.

Resignation by Agent. (a) Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at any time by giving 30 days' prior written give notice (as provided in of its resignation to Lenders, the Agreement) to Debtors L/C Issuer and Secured PartiesBorrower. Such resignation shall take effect upon the appointment Upon receipt of a successor Agent pursuant to clauses (b) and (c) below. (b) Upon any such notice of resignation, the Required Parties Lenders shall have the right, in consultation with Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of Lenders and the L/C Issuer, appoint a successor Agent hereunder. meeting the qualifications set forth above; provided that if Agent shall notify Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (c1) If the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent shall not have been so appointed within said 30-day periodis appointed) and (2) all payments, communications and determinations provided to be made by, to or through Agent shall then appoint a successor Agent who shall serve as Agent instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, time as Secured Parties the Required Lenders appoint a successor Agent as provided abovefor above in this Section. If a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Debtors on demand. (d) Upon the acceptance of any a successor’s appointment as Agent hereunder by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Agreementother Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After any the retiring Agent’s resignation or removal hereunder as Agentand under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the Agreement including this Annex B shall inure to benefit of such retiring Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Administrative Agent was acting as Administrative Agent.

Resignation by Agent. (a) Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at any time by giving 30 days' prior written give notice (as provided in the Agreement) of its resignation to Debtors Lenders and Secured PartiesBorrower. Such resignation shall take effect upon the appointment Upon receipt of a successor Agent pursuant to clauses (b) and (c) below. (b) Upon any such notice of resignation, the Required Parties Lenders shall have the right, in consultation with Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of Lenders, appoint a successor Agent hereunder. meeting the qualifications set forth above; provided that if Agent shall notify Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (c1) If the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent shall not have been so appointed within said 30-day periodis appointed) and (2) all payments, communications and determinations provided to be made by, to or through Agent shall then appoint a successor Agent who shall serve as Agent instead be made by or to each Lender directly, until such time, if any, time as Secured Parties the Required Lenders appoint a successor Agent as provided abovefor above in this Section. If a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Debtors on demand. (d) Upon the acceptance of any a successor’s appointment as Agent hereunder by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Agreementother Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After any the retiring Agent’s resignation or removal hereunder as Agentand under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the Agreement including this Annex B shall inure to benefit of such retiring Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Administrative Agent was acting as Administrative Agent.

Resignation by Agent. (a) The Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at any time by giving 30 days' prior written notice (as provided in to Transferor and the Agreement) to Debtors and Secured PartiesPurchasers. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses subsections (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignationresignation of the Agent, the Required Parties Class A Purchasers shall appoint a successor Agent hereunderhereunder who shall be a commercial bank or trust company, broker-dealer or other financial institution reasonably acceptable to Transferor (it being understood and agreed that each of ABN AMRO Securities (USA) Inc., ABN AMRO Bank, N.A. and any Purchaser is deemed to be acceptable to Transferor). (c) If a successor Agent shall is not have been so appointed pursuant to subsection (b) within said 30-day period30 days after the delivery of the notice referred to in subsection (a), Agent the resigning Agent, with the consent of Transferor, shall then appoint a successor Agent who shall serve as Agent hereunder until such the time, if any, as Secured Parties that the Required Class A Purchasers appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to subsection (b) or (c) above by the acceptance 60th day after the date notice of any appointment as Agent hereunder resignation was given by a successor the resigning Agent, such successor Agent Agent's resignation shall thereupon succeed to become effective and become vested with the Purchasers shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Agent’s resignation or removal hereunder Transaction Documents until the time, if any, that the Required Class A Purchasers appoint a successor Agent as Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agentprovided above.

Resignation by Agent. (a) The Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents hereunder at any time by giving 30 days15 Business Days' prior written notice (as provided in to the Agreement) to Debtors Borrower and Secured Partiesthe Banks. Such resignation shall take effect upon the appointment of acceptance by a successor Agent of appointment pursuant to clauses subsections (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignationresignation of the Agent, the Required Parties Banks shall appoint a successor Agent hereunderacceptable to the Borrower and which shall be an incorporated bank or trust company or other qualified financial institution with operations in the United States and total assets of at least $1 billion. (c) If a successor Agent shall not have been so appointed within said 30-day 15 Business Day period, the resigning Agent with the consent of the Borrower shall then appoint a successor Agent (which shall be an incorporated bank or trust company or other qualified financial institution with operations in the United States and total assets of at least $1 billion) who shall serve as Agent until such time, if any, as Secured Parties the Required Banks appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to subsection (b) or (c) by the acceptance 20th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the resigning Agent, such Agent's resignation shall become effective and the Required Banks shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Required Banks with the consent of Borrower appoint a successor Agent shall thereupon succeed as provided above. (e) Notwithstanding anything to and become vested with all the rightscontrary contained in this Section 10, powersIndosuez, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions may transfer its rights and obligations to perform all of the Agreement including this Annex B shall inure its functions and duties hereunder to its benefit as parent company or to any actions taken Affiliate of it or omitted to be taken by it while it was Agentits parent company.

Resignation by Agent. (a) In the event Agent reasonably determines that it can no longer serve as agent hereunder by reason of a conflict of interest or restrictions imposed by any law, rule or regulation applicable to it, Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at any time hereunder by giving 30 days' thirty (30) days prior written notice (as provided in the Agreement) to Debtors Borrower and Secured Partieseach Lender. Such resignation shall take effect upon the appointment of acceptance by a successor Agent agent of appointment pursuant to clauses (b) and or (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Required Parties Lenders shall appoint a successor Agent hereunderagent who shall be reasonably satisfactory to Borrower and shall be an incorporated bank or trust company insured by the Federal Deposit Insurance Corporation and having a combined surplus and undivided capital of at least Five Hundred Million Dollars ($500,000,000). (c) If a successor Agent agent shall not have been so appointed within said thirty (30-) day period, Agent the resigning agent, with the consent of Borrower (not to be unreasonably withheld or delayed), shall then appoint a successor Agent agent who shall serve as Agent until such time, if any, as Secured Parties Lenders, with the consent of Borrower (not to be unreasonably withheld or delayed), appoint a successor Agent agent as provided above. If a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Debtors on demand. (d) Upon If no successor agent has been appointed pursuant to clause (b) or (c) by the acceptance 40th day after the date such notice of any appointment as Agent hereunder resignation was given by a successor Agentthe resigning agent, such successor Agent the resigning agent's resignation shall thereupon succeed to become effective and become vested with Lenders shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and resigning agent hereunder until such time, if any, as Lenders, with the retiring Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions consent of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted Borrower (not to be taken by it while it was Agentunreasonably withheld or delayed), appoint a successor agent as provided above.

Resignation by Agent. (a) Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents hereunder at any time by giving 30 daysfifteen (15) Business Days' prior written notice (as provided in to Borrower and the Agreement) to Debtors and Secured PartiesLenders. Such resignation shall take effect upon the appointment of acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Required Parties Majority Lenders shall appoint a successor Agent hereunderwho shall (unless an Event of Default has occurred and is continuing) be satisfactory to Borrower and shall be an incorporated bank or trust company. (c) If a successor Agent shall not have been so appointed within said 30-day 15 Business Day period, Agent Agent, with the consent of Borrower, shall then appoint a successor Agent who shall serve as Agent until such time, if any, as Secured Parties the Majority Lenders, with the consent of Borrower, appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Debtors on demand. (d) If no successor Agent has been appointed pursuant to clause (b) or (c) by the 20th Business Day after the date such notice of resignation was given by Agent, Agent's resignation shall become effective and the Majority Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Majority Lenders, with the consent of Borrower, appoint a successor Agent as provided above. (e) Upon the acceptance effective date of any appointment as Agent hereunder by a successor Agentsuch resignation, only such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the retiring Agent term "Agent" shall be discharged from its duties mean such successor agent and obligations under the Agreement. After any retiring Agent’s resignation or removal hereunder as Agent's rights, the provisions of the Agreement including this Annex B powers and duties in such capacity shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent.be

Resignation by Agent. (a) The Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents hereunder at any time by giving 30 days' 15 Business Days’ prior written notice (as provided in to the Agreement) to Debtors Borrower and Secured Partiesthe Lenders. Such resignation shall take effect upon the appointment of acceptance by a successor Agent of appointment pursuant to clauses (bSections 10.10(b) and (c10.10(c) below or as otherwise provided below. (b) Upon any such notice of resignationresignation of the Agent, the Required Parties Lenders shall appoint a successor Agent hereunderacceptable to the Borrower and which shall be an incorporated Lender, a limited liability Lender, trust company or other qualified financial institution with operations in the United States. (c) If a successor Agent shall not have been so appointed within said 30-day 15 Business Day period, Agent the resigning Agent, on behalf of the Lenders and with the consent of the Borrower, shall then appoint a successor Agent who shall serve as Agent until such time, if any, as Secured Parties the Required Lenders appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to Sections 10.10(b) and 10.10(c) by the acceptance 20th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the resigning Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Agent’s resignation or removal shall become effective and the Required Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Required Lenders with the consent of the Borrower appoint a successor Agent as provided above. (e) Notwithstanding anything to the contrary contained in this Article X, SPV, as Agent, the provisions may transfer its rights and obligations to perform all of the Agreement including this Annex B shall inure its functions and duties hereunder to its benefit as parent company or to any actions taken Affiliate of it or omitted to be taken by it while it was Agentits parent company.

Resignation by Agent. (a) Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents hereunder at any time by giving 30 daysfifteen (15) Business Days' prior written notice (as provided in to Borrower and the Agreement) to Debtors and Secured PartiesLenders. Such resignation shall take effect upon the appointment of acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Required Parties Majority Lenders shall appoint a successor Agent hereunderwho shall (unless an Event of Default has occurred and is continuing) be satisfactory to Borrower and shall be an incorporated bank or trust company. (c) If a successor Agent shall not have been so appointed within said 30-day 15 Business Day period, Agent Agent, with the consent of Borrower, shall then appoint a successor Agent who shall serve as Agent until such time, if any, as Secured Parties the Majority Lenders, with the consent of Borrower, appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Debtors on demand. (d) If no successor Agent has been appointed pursuant to clause (b) or (c) by the 20th Business Day after the date such notice of resignation was given by Agent, Agent's resignation shall become effective and the Majority Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Majority Lenders, with the consent of Borrower, appoint a successor Agent as provided above. (e) Upon the acceptance effective date of any appointment as Agent hereunder by a successor Agentsuch resignation, only such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent" shall mean such successor agent and the retiring Agent Agent's rights, powers and duties in such capacity shall be discharged from its duties and obligations under the Agreementterminated. After any retiring Agent’s resignation or removal Agent resigns hereunder as Agent, Agent the provisions of the Agreement including this Annex B Article X and Section 11.4 shall inure to its their respective benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement; except with respect to indemnification provisions under this Agreement which shall survive as to such resigning Agent.

Resignation by Agent. (a) Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents hereunder at any time by giving 30 daysfifteen (15) Business Days' prior written notice (as provided in to Borrower and the Agreement) to Debtors and Secured PartiesLenders. Such resignation shall take effect upon the appointment of acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Required Parties Lenders shall appoint a successor Agent hereunderwho shall (unless an Event of Default has occurred and is continuing) be satisfactory to Borrower and shall be an incorporated bank or trust company. (c) If a successor Agent shall not have been so appointed within said 30-day 15 Business Day period, Agent Agent, with the consent of Borrower, shall then appoint a successor Agent who shall serve as Agent until such time, if any, as Secured Parties the Required Lenders, with the consent of Borrower, appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Debtors on demand. (d) If no successor Agent has been appointed pursuant to clause (b) or (c) by the 20th Business Day after the date such notice of resignation was given by Agent, Agent's resignation shall become effective and the Required Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Required Lenders, with the consent of Borrower, appoint a successor Agent as provided above. (e) Upon the acceptance effective date of any appointment as Agent hereunder by a successor Agentsuch resignation, only such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent" shall mean such successor agent and the retiring Agent Agent's rights, powers and duties in such capacity shall be discharged from its duties and obligations under the Agreementterminated. After any retiring Agent’s resignation or removal Agent resigns hereunder as Agent, Agent the provisions of the Agreement including this Annex B Article X and Section 11.4 shall inure to its their respective benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement; except with respect to indemnification provisions under this Agreement which shall survive as to such resigning Agent.

Resignation by Agent. (a) Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at any time by giving 30 days' prior written give notice (as provided in of its resignation to Xxxxxxx, the Agreement) to Debtors L/C Issuer and Secured PartiesXxxxxxxx. Such resignation shall take effect upon the appointment Upon receipt of a successor Agent pursuant to clauses (b) and (c) below. (b) Upon any such notice of resignation, the Required Parties Lenders shall have the right, in consultation with Xxxxxxxx, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of Xxxxxxx and the L/C Issuer, appoint a successor Agent hereunder. meeting the qualifications set forth above; provided that if Agent shall notify Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (c1) If the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent shall not have been so appointed within said 30-day periodis appointed) and (2) all payments, communications and determinations provided to be made by, to or through Agent shall then appoint a successor Agent who shall serve as Agent instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, time as Secured Parties the Required Lenders appoint a successor Agent as provided abovefor above in this Section. If a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Debtors on demand. (d) Upon the acceptance of any a successor’s appointment as Agent hereunder by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the Agreementother Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After any the retiring Agent’s resignation or removal hereunder as Agentand under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the Agreement including this Annex B shall inure to benefit of such retiring Agent, its benefit as to sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it the retiring Administrative Agent was acting as Administrative Agent.

Resignation by Agent. (a) A. The Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents hereunder at any time by giving 30 days15 Business Days' prior written notice (as provided in to the Agreement) to Debtors Borrower and Secured Partiesthe Banks. Such resignation shall take effect upon the appointment of acceptance by a successor Agent of appointment pursuant to clauses (b) subsections B and (c) C below or as otherwise provided below. (b) B. Upon any such notice of resignationresignation of the Agent, the Required Parties Banks shall appoint a successor Agent hereunderacceptable to the Borrower and which shall be an incorporated bank or trust company or other qualified financial institution with operations in the United States and total assets of at least $1 billion. (c) C. If a successor Agent shall not have been so appointed within said 30-day 15 Business Day period, the resigning Agent with the consent of the Borrower shall then appoint a successor Agent (which shall be an incorporated bank or trust company or other qualified financial institution with operations in the United States and total assets of at least $1 billion) who shall serve as Agent until such time, if any, as Secured Parties the Required Banks appoint a successor Agent as provided above. . D. If no successor Agent has been appointed pursuant to subsection B or C by the 20th Business Day after the date such notice of resignation was given by the resigning Agent, such Agent's resignation shall become effective and the Required Banks shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Required Banks with the consent of Borrower appoint a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Debtors on demandas provided above. (d) Upon E. Notwithstanding anything to the acceptance of any appointment as Agent hereunder by a successor Agentcontrary contained in this Section 10, such successor Agent shall thereupon succeed to and become vested with all the rightsIndosuez, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions may transfer its rights and obligations to perform all of the Agreement including this Annex B shall inure its functions and duties hereunder to its benefit as parent company or to any actions taken Affiliate of it or omitted to be taken by it while it was Agentits parent company.

Resignation by Agent. (a) Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents hereunder at any time by giving 30 days' fifteen (15) Business Days’ prior written notice (as provided in to Borrower and the Agreement) to Debtors and Secured PartiesLenders. Such resignation shall take effect upon the appointment of acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Required Parties Majority Lenders shall appoint a successor Agent hereunderwho shall (unless an Event of Default has occurred and is continuing) be satisfactory to Borrower and shall be an incorporated bank or trust company. (c) If a successor Agent shall not have been so appointed within said 30-day 15 Business Day period, Agent Agent, with the consent of Borrower, shall then appoint a successor Agent who shall serve as Agent until such time, if any, as Secured Parties the Majority Lenders, with the consent of Borrower, appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Debtors on demand. (d) If no successor Agent has been appointed pursuant to clause (b) or (c) by the 20th Business Day after the date such notice of resignation was given by Agent, Agent’s resignation shall become effective and the Majority Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Majority Lenders, with the consent of Borrower, appoint a successor Agent as provided above. (e) Upon the acceptance effective date of any appointment as Agent hereunder by a successor Agentsuch resignation, only such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term “Agent” shall mean such successor agent and the retiring Agent Agent’s rights, powers and duties in such capacity shall be discharged from its duties and obligations under the Agreementterminated. After any retiring Agent’s resignation or removal Agent resigns hereunder as Agent, Agent the provisions of the Agreement including this Annex B Article X and Section 11.4 shall inure to its their respective benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement; except with respect to indemnification provisions under this Agreement which shall survive as to such resigning Agent.

Resignation by Agent. (a) Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents hereunder at any time by giving 30 daysfifteen (15) Business Days' prior written notice (as provided in to the Agreement) to Debtors Company and Secured Partiesthe Lenders. Such resignation shall take effect upon the appointment of acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Required Parties Lenders shall appoint a successor Agent hereunderwho shall be reasonably satisfactory to the Company and shall be an incorporated bank or trust company. (c) If a successor Agent shall not have been so appointed within said 30-day fifteen (15) Business Day period, Agent Agent, with, provided no Event of Default has occurred and is continuing, the consent of the Company (such consent not to be unreasonably withheld or delayed), shall then appoint a successor Agent who shall serve as Agent until such time, if any, as Secured Parties the Required Lenders, with, provided no Event of Default has occurred and is continuing, the consent of the Company (such consent not to be unreasonably withheld or delayed), appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) by the acceptance twentieth (20th) Business Day after the date such notice of any appointment as resignation was given by Agent, Agent's resignation shall become effective and the Required Lenders shall thereafter perform all the duties of Agent hereunder by until such time, if any, as the Required Lenders, with, provided no Event of Default has occurred and is continuing, the consent of the Company (such consent not to be unreasonably withheld or delayed), 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 under the Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agentprovided above.

Resignation by Agent. (a) Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents If at any time by the Agent shall deem it advisable, in its sole discretion, it may submit to each of the Lenders and the Borrower a written notification of its resignation as Agent under this Agreement. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent, which successor Agent shall (unless an Event of Default has occurred and is continuing) be reasonably acceptable to the Borrower. If no successor Agent shall have been so appointed and shall have accepted such appointment within 45 days after the retiring Agent’s giving 30 days' prior written of notice (as provided in of its resignation, then the Agreement) to Debtors retiring Agent may, on behalf of the Lenders, appoint an Agent which shall be a Lender or a commercial bank organized under the laws of the United States of America or of any State thereof and Secured Partieshaving a combined capital and surplus of at least $100,000,000. Such Any such resignation shall take effect be effective upon the appointment of a successor Agent pursuant to clauses (b) and (c) below. (b) Upon any such notice of resignation, the Required Parties shall appoint a successor Agent hereunder. (c) If a successor Agent shall not have been so appointed within said 30-day period, Agent shall then appoint a successor Agent who shall serve as Agent until such time, if any, as Secured Parties appoint a successor Agent as provided aboveAgent. If a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Debtors on demand. (d) 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 Agent, and the retiring Agent shall be discharged from its duties and obligations obligations, under this Agreement and the Agreementother Loan Documents. After any the retiring Agent’s resignation or removal hereunder as the Agent, the provisions of the Agreement including this Annex B Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agentacting as the Agent under this Agreement and any other Loan Document.

Resignation by Agent. (a) Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents hereunder at any time by giving 30 daysfifteen (15) Business Days' prior written notice (as provided in to Borrower and the Agreement) to Debtors and Secured PartiesLenders. Such resignation shall take effect upon the appointment of acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Required Parties Lenders shall appoint a successor Agent hereunderwho shall (unless an Event of Default has occurred and is continuing) be satisfactory to Borrower and shall be an incorporated bank or trust company. (c) If a successor Agent shall not have been so appointed within said 30-day 15 Business Day period, Agent Agent, with the consent of Borrower, shall then appoint a successor Agent who shall serve as Agent until such time, if any, as Secured Parties the Required Lenders, with the consent of Borrower, appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Debtors on demand. (d) If no successor Agent has been appointed pursuant to clause (b) or (c) by the 20th Business Day after the date such notice of resignation was given by Agent, Agent's resignation shall become effective and the Required Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Required Lenders, with the consent of Borrower, appoint a successor Agent as provided above. (e) Upon the acceptance effective date of any appointment as Agent hereunder by a successor Agentsuch resignation, only such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent" shall mean such successor agent and the retiring Agent Agent's rights, powers and duties in such capacity shall be discharged from its duties and obligations under the Agreementterminated. After any retiring Agent’s resignation or removal Agent resigns hereunder as Agent, Agent the provisions of the Agreement including this Annex B Article X and Section 11.3 shall inure to its their respective benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement; except with respect to indemnification provisions under this Agreement which shall survive as to such resigning Agent.

Resignation by Agent. (a) Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents hereunder at any time by giving 30 daysfifteen (15) Business Days' prior written notice (as provided in to the Agreement) to Debtors Company and Secured Partiesthe Lenders. Such resignation shall take effect upon the appointment of acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Required Parties Lenders shall appoint a successor Agent hereunderwho shall be reasonably satisfactory to the Company and shall be an incorporated bank or trust company. (c) If a successor Agent shall not have been so appointed within said 30-day fifteen (15) Business Day period, Agent Agent, with the consent of the Company (such consent not to be unreasonably withheld), shall then appoint a successor Agent who shall serve as Agent until such time, if any, as Secured Parties the Required Lenders, with the consent of the Company (such consent not to be unreasonably withheld), appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) by the acceptance twentieth (20th) Business Day after the date such notice of any appointment as resignation was given by Agent, Agent's resignation shall become effective and the Required Lenders shall thereafter perform all the duties of Agent hereunder by until such time, if any, as the Required Lenders, with the consent of the Company (such consent not to be unreasonably withheld), 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 under the Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agentprovided above.

Resignation by Agent. (a) Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents hereunder at any time by giving 30 daysfifteen (15) Business Days' prior written notice (as provided in to Borrower and the Agreement) to Debtors and Secured PartiesLenders. Such resignation shall take effect upon the appointment of acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Required Parties Lenders shall appoint a successor Agent hereunderwho shall be satisfactory to Borrower and shall be an incorporated bank or trust company. (c) If a successor Agent shall not have been so appointed within said 30-day fifteen (15) Business Day period, Agent Agent, with the consent of Borrower, shall then appoint a successor Agent who shall serve as Agent until such time, if any, as Secured Parties the Required Lenders, with the consent of Borrower, appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) by the acceptance twentieth (20th) Business Day after the date such notice of any appointment as resignation was given by Agent, Agent's resignation shall become effective and the Required Lenders shall thereafter perform all the duties of Agent hereunder by until such time, if any, as the Required Lenders, with the consent of Borrower, 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 under the Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agentprovided above.

Resignation by Agent. (a) Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents hereunder at any time by giving 30 daysfifteen (15) Business Days' prior written notice (as provided in to Borrower and the Agreement) to Debtors and Secured PartiesLenders. Such resignation shall take effect upon the appointment of acceptance by a successor Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Required Parties Majority Lenders shall appoint a successor Agent hereunderwho shall (unless an Event of Default has occurred and is continuing) be satisfactory to Borrower and shall be an incorporated bank or trust company. (c) If a successor Agent shall not have been so appointed within said 30-day 15 Business Day period, Agent Agent, with the consent of Borrower, shall then appoint a successor Agent who shall serve as Agent until such time, if any, as Secured Parties the Majority Lenders, with the consent of Borrower, appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by Debtors on demand. (d) If no successor Agent has been appointed pursuant to clause (b) or (c) by the 20th Business Day after the date such notice of resignation was given by Agent, Agent's resignation shall become effective and the Majority Lenders shall thereafter perform all the duties of Agent hereunder until such time, if any, as the Majority Lenders, with the consent of Borrower, appoint a successor Agent as provided above. (e) Upon the acceptance effective date of any appointment as Agent hereunder by a successor Agentsuch resignation, only such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Agent and the term "Agent" shall mean such successor agent and the retiring Agent Agent's rights, powers and duties in such capacity shall be discharged from its duties and obligations under the Agreementterminated. After any retiring Agent’s resignation or removal Agent resigns hereunder as Agent, Agent the provisions of the Agreement including this Annex B shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent.Article X and

Resignation by Agent. (a) An Agent's status as Agent under this Agreement shall automatically terminate 15 days after the closing or liquidation of such Agent or 15 days after such Agent is adjudicated insolvent. Additionally, Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents position as Agent at any time by giving at least 30 days' prior days written notice (as provided in thereof to Borrower and the Agreement) to Debtors and Secured Partiesother Lenders. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below. (b) Upon any such occurrence causing a termination of Agent or the delivery by Agent of such notice of resignation, the Required Parties Lenders and Borrower shall appoint select a successor Agent. If the Required Lenders and Borrower cannot agree upon the choice of the successor Agent hereunder. within 10 days after the occurrence causing a termination in the case of a termination of Agent, or 10 days prior to the effective resignation date set forth in Agent's resignation notice in the case of a resignation by Agent, then the Designated Successor Agent shall become the successor Agent. Borrower shall be entitled to participate in the selection of the replacement Agent only if a Default or Event of Default is not then continuing. Upon any such termination or resignation, (ca) If a the successor Agent shall not have been so appointed within said 30-day period, Agent shall then appoint a successor Agent who shall serve as Agent until such time, if any, as Secured Parties appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, Agent may petition any court of competent jurisdiction or may interplead Debtors and Secured Parties in a proceeding for the appointment of a successor Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall automatically be payable by Debtors on demand. (d) Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, powers and privileges and duties be bound to all duties, obligations and responsibilities of Agent in and under this Agreement and the other Loan Documents and shall thereafter be deemed the "AGENT" for all purposes under the Loan Documents and (b) such terminating or resigning Agent shall act only in a custodial capacity for the holding by it of any funds theretofore received from Borrower for the account of the retiring Lenders or Borrower, as the case may be. Additionally, upon the successor Agent becoming the "AGENT" as provided in this SECTION 9.13, the terminating or resigning Agent and the retiring new Agent shall execute such documents as any Lender may reasonably request to reflect such succession. All costs incurred in connection with the execution of such documents shall be discharged from its duties and obligations under the Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of the Agreement including this Annex B shall inure paid by Lenders in proportion to its benefit as to any actions taken or omitted to be taken by it while it was Agenteach Lender's Loan Percentage.