Common use of Resignation by the Agent Clause in Contracts

Resignation by the 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 the Agreement) to the Debtors and the 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 Secured Parties, acting by a Majority in Interest, shall appoint a successor Agent hereunder. (c) If a successor Agent shall not have been so appointed within said 30-day period, the Agent shall then appoint a successor Agent who shall serve as Agent until such time, if any, as the Secured Parties appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the 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 the Agent. (a) The Agent may resign from the performance of all its functions and duties hereunder and/or under the Agreement and the other Transaction Credit Documents at any time by giving 30 days15 Business Days' prior written notice (as provided in the Agreement) to the Debtors Borrower and the Secured PartiesBanks. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, Required Banks shall appoint a successor Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower (it being understood and agreed that any Bank is deemed to be acceptable to the Borrower). (c) If a successor Agent shall not have been so appointed within said 30-day such 15 Business Day period, the Agent Agent, with the consent of the Borrower, shall then appoint a successor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Secured Parties Banks appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) above by the acceptance 30th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, such successor Agent the Agent's resignation shall thereupon succeed to become effective and become vested with the Banks shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder and/or under any other Credit Document until such time, if any, as the retiring Banks appoint a successor 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 the Agent. (a) The Agent (A) may resign at any time or (B) upon it no longer being a Holder, it must resign, by giving 30 days’ prior written notice to the Debtors and the Secured Parties or (b) if requested in writing by the Required Holders, must immediately resign upon the appointment of a successor Agent pursuant to clause (ii) below, from the performance of all its functions and duties under the this Agreement and the other Transaction Documents at any time by giving 30 days' prior written notice (as provided in the Agreement) to the Debtors and the Secured PartiesAgent. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (bii) and (ciii) below. (bii) Upon any such notice of resignationresignation or as otherwise provided, the Secured Parties, acting by a Majority in InterestRequired Holders, shall appoint a successor Agent hereunder. (ciii) If a successor Agent shall not have been so appointed within said such 30-day period, the Agent shall then appoint a successor Agent who shall serve as Agent until such time, if any, as the Secured Parties Required Holders appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the 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 the 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 the Agreement) to the Debtors Pledgor and the Secured PartiesPledgees. 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 Secured Parties, acting Pledgees in interest of at least 75% or more of the Pledged Shares then held by the Agent (assuming for such purpose all Pledged Shares that have not been transferred to a Majority in Interest, Pledgee set forth on Schedule A to the Agreement have been transferred to the applicable Pledgee) shall appoint a successor Agent hereunder. (c) If a successor Agent shall not have been so appointed within said 30-day period, the Agent shall then appoint a successor Agent who shall serve as Agent until such time, if any, as the Secured Parties Pledgees appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors Pledgor and the Secured Parties Pledgees 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 the Debtors Pledgor 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 the Agent. (a) The Agent may resign from the performance of all its functions and duties hereunder and/or under the Agreement and the other Transaction Credit Documents at any time by giving 30 days15 Business Days' prior written notice (as provided in the Agreement) to the Debtors Borrower and the Secured PartiesBanks. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, Banks shall appoint a successor Agent hereunderhereunder or thereunder who shall be the Co-Agent or such other commercial bank or trust company as is reasonably acceptable to the Borrower. (c) If a successor Agent shall not have been so appointed within said 30-day such 15 Business Day period, the Agent Agent, with the consent of the Borrower, shall then appoint a successor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Secured Parties Banks appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) above by the acceptance 20th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, such successor Agent the Agent's resignation shall thereupon succeed to become effective and become vested with the Required Banks shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder and/or under any other Credit Document until such time, if any, as the retiring Banks appoint a successor 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 the 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 daysthirty (30) Business Days' prior written notice (as provided in the Agreement) to the Debtors Borrower and the 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 Secured Parties, acting by a Majority in Interest, Lenders shall appoint a successor Agent hereunderwho shall be satisfactory to the Borrower and shall be an incorporated bank or trust company. (c) If a successor Agent shall not have been so appointed within said thirty (30-day ) Business Day period, the Agent Agent, with the consent of the Borrower, shall then appoint a successor Agent who shall serve as the Agent until such time, if any, as the Secured Parties Majority Lenders, with the consent of the Borrower, appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) and if the acceptance Borrower has not provided the necessary consent pursuant to clause (c) by the thirty-fifth (35th) Business Day after the date such notice of any appointment as resignation was given by Agent, Agent's resignation shall become effective and the Majority Lenders shall thereafter perform all the duties of Agent hereunder by until such time, if any, as the Majority 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 the 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 thirty (30) days' ’ prior written notice (as provided in the Agreement) to the Debtors and the 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 Secured Parties, acting by a Majority in Interest, shall appoint a successor Agent hereunder. (c) If a successor Agent shall not have been so appointed within said 30-day thirty (30)-day period, the Agent shall then appoint a successor Agent who shall serve as Agent until such time, if any, as the Secured Parties appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day thirty (30)-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the 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 the 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 the Agreement) to the Debtors and the 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 Secured Parties, acting by a Majority in Interest, Parties shall appoint a successor Agent hereunder. (c) If a successor Agent shall not have been so appointed within said 30-day period, the Agent shall then appoint a successor Agent who shall serve as Agent until such time, if any, as the Secured Parties appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the 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 the 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' thirty Business Days’ prior written notice (as provided in the Agreement) to the Debtors Borrower and the Secured PartiesLenders. Such resignation shall take effect upon the appointment of acceptance by a successor Agent of appointment pursuant to clauses (b) and or (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, Lenders shall appoint a successor Agent hereunderwho shall be satisfactory to the 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 thirty Business Day period, the Agent Agent, with the consent of the Borrower, shall then appoint a successor Agent who shall serve as the Agent until such time, if any, as the Secured Parties Majority Lenders, with the consent of the Borrower, appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) and if the acceptance Borrower has not provided the necessary consent pursuant to clause (c) by the thirty-fifth Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, such successor Agent the Agent’s resignation shall thereupon succeed to become effective and become vested with the Majority Lenders shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder until such time, if any, as the retiring Majority Lenders, with the consent of Borrower, appoint a successor 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 the Agent. (a) The Agent may resign from the performance of all its functions and duties hereunder and/or under the Agreement and the other Transaction Credit Documents at any time by giving 30 days15 Business Days' prior written notice (as provided in the Agreement) to the Debtors Borrower and the Secured PartiesBanks. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, Required Banks shall appoint a successor Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower (it being understood and agreed that any Bank is deemed to be acceptable to the Borrower). (c) If a successor Agent shall not have been so appointed within said 30-day such 15 Business Day period, the Agent Agent, with the consent of the Borrower, shall then appoint a successor Agent who shall serve as Agent hereunder or there-under until such time, if any, as the Secured Parties Banks appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) above by the acceptance 30th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, such successor Agent the Agent's resignation shall thereupon succeed to become effective and become vested with the Banks shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder and/or under any other Credit Document until such time, if any, as the retiring Banks appoint a successor 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 the Agent. (a) The Agent (A) may resign at any time or (B) upon it no longer being a Holder, it must resign, by giving thirty (30) days’ prior written notice to the Debtors and the Secured Parties or (b) if requested in writing by the Required Holders, must immediately resign upon the appointment of a successor Agent pursuant to clause (ii) below, from the performance of all its functions and duties under the this Agreement and the other Transaction Documents at any time by giving 30 days' prior written notice (as provided in the Agreement) to the Debtors and the Secured PartiesAgent. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (bii) and (ciii) below. (bii) Upon any such notice of resignationresignation or as otherwise provided, the Secured Parties, acting by a Majority in InterestRequired Holders, shall appoint a successor Agent hereunder. (ciii) If a successor Agent shall not have been so appointed within said such thirty (30-) day period, the Agent shall then appoint a successor Agent who shall serve as Agent until such time, if any, as the Secured Parties Required Holders appoint a successor Agent as provided above. If a successor Agent has not been appointed within such thirty (30-) day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the 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 the Agent. (a) The Agent may resign from the performance of all its functions and duties hereunder and/or under the Agreement and the other Transaction Loan Documents at any time by giving 30 days15 Business Days' prior written notice (as provided in the Agreement) to the Debtors Borrower and the Secured PartiesLenders. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, Lenders shall appoint a successor Agent hereunderhereunder or thereunder who shall be a commercial Bank or trust company reasonably acceptable to the Borrower. (c) If a successor Agent shall not have been so appointed within said 30-day such 15 Business Day period, the Agent Agent, with the consent of the Borrower, shall then appoint a successor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Secured Parties Lenders appoint a successor Agent as provided above. (d) If no successor Agent has been appointed pursuant to clause (b) or (c) above by the 20th Business Day after the date such notice of resignation was given by the Agent, the Agent's resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Agent hereunder and/or under any other Loan Document until such time, if any, as the Lenders appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the 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.SECTION 12

Resignation by the Agent. (a) The Administrative Agent may resign from the performance of all its functions and duties hereunder and/or under the Agreement and the other Transaction Credit Documents at any time by giving 30 daysfifteen (15) Business Days' prior written notice (as provided in the Agreement) to the Debtors Borrower and the Secured PartiesBanks. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, Required Banks shall appoint a successor Administrative Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower (it being understood and agreed that any Bank is deemed to be acceptable to the Borrower). (c) If a successor Administrative Agent shall not have been so appointed within said 30-day such fifteen (15) Business Day period, the Agent Administrative Agent, with the consent of the Borrower, shall then appoint a successor Administrative Agent who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Secured Parties Banks appoint a successor Administrative Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the acceptance 30th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Administrative Agent, such successor Agent the Administrative Agent's resignation shall thereupon succeed to become effective and become vested with the Banks shall thereafter perform all the rights, powers, privileges and duties of the retiring Administrative Agent and hereunder and/or under any other Credit Document until such time, if any, as the retiring Banks appoint a successor Administrative 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 the Agent. (a) The Agent may resign from the performance of all its respective functions and duties hereunder and/or under the Agreement and the other Transaction Credit Documents at any time by giving 30 days15 Business Days' prior written notice (as provided in the Agreement) to the Debtors and the Secured PartiesBanks. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignationresignation by the Agent, the Secured Parties, acting by a Majority in Interest, Required Banks shall appoint a successor Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower. (c) If a successor Agent shall not have been so appointed within said 30-day such 15 Business Day period, the Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), shall then appoint a successor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Secured Parties Required Banks appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) above by the acceptance 20th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, such successor Agent the Agent's resignation shall thereupon succeed to become effective and become vested with the Required Banks shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder and/or under any other Credit Document until such time, if any, as the retiring Required Banks appoint a successor 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 the 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' thirty Business Days’ prior written notice (as provided in the Agreement) to the Debtors Borrower and the 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 Secured Parties, acting by a Majority in Interest, Lenders shall appoint a successor Agent hereunderwho shall be satisfactory to the 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 thirty Business Day period, the Agent Agent, with the consent of the Borrower, shall then appoint a successor Agent who shall serve as the Agent until such time, if any, as the Secured Parties Majority Lenders, with the consent of the Borrower, appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) and if the acceptance Borrower has not provided the necessary consent pursuant to clause (c) by the thirty-fifth Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, such successor Agent the Agent’s resignation shall thereupon succeed to become effective and become vested with the Majority Lenders shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder until such time, if any, as the retiring Majority Lenders, with the consent of Borrower, appoint a successor 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 the Agent. Documentation Agent and the Co-Agents. (a) The Agent may resign from the performance of all its functions and duties hereunder and/or under the Agreement and the other Transaction Credit Documents at any time by giving 30 days20 Business Days' prior written notice (as provided in the Agreement) to the Debtors Banks and the Secured PartiesBorrower. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, Required Banks shall appoint a successor Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower. (c) If a successor Agent shall not have been so appointed within said 30-day such 20 Business Day period, the Agent Agent, with the consent of the Borrower (which consent will not be unreasonably withheld or delayed), shall then appoint a commercial bank or trust company as successor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Secured Parties Required Banks appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) above by the acceptance 30th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, such successor Agent the Agent's resignation shall thereupon succeed to become effective and become vested with the Banks shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Banks appoint a successor Agent as provided above. (e) The Documentation Agent may resign from the performance of all its functions and the retiring Agent shall be discharged from its duties and obligations hereunder and/or under the Agreementother Credit Documents at any time by giving five Business Days' prior written notice to the Banks. After Such resignation shall take effect at the end of such five Business Day period. (f) Each Co-Agent may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents at any retiring Agent’s time by giving five Business Days' prior written notice to the Banks. Such resignation or removal hereunder as Agent, shall take effect at the provisions end 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 Agentsuch five Business Day period.

Resignation by the Agent. (a) The Agent may resign from the performance of all its respective functions and duties hereunder and/or under the Agreement and the other Transaction Credit Documents at any time by giving 30 days15 Business Days' prior written notice (as provided in the Agreement) to the Debtors and the Secured PartiesBanks. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignationresignation by the Agent, the Secured Parties, acting by a Majority in Interest, Required Banks shall appoint a successor Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed (provided that the Borrower's approval shall not be required if an Event of Default then exists). (c) If a successor Agent shall not have been so appointed within said 30-day such 15 Business Day period, the Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), shall then appoint a successor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Secured Parties Required Banks appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) above by the acceptance 20th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, such successor Agent the Agent's resignation shall thereupon succeed to become effective and become vested with the Required Banks shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder and/or under any other Credit Document until such time, if any, as the retiring Required Banks appoint a successor 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 the Agent. (a) The Collateral Agent may resign from the performance of all its respective functions and duties under the Agreement and the other Transaction Documents hereunder at any time by giving 30 15 business days' prior written notice (as provided in the Agreement) to the Debtors and the Secured PartiesCreditors. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignationresignation by the Collateral Agent, the Required Secured Parties, acting by a Majority in Interest, Creditors shall appoint a successor Collateral Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower. (c) If a successor Collateral Agent shall not have been so appointed within said 30-such 15 business day period, the Collateral Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), shall then appoint a successor Collateral Agent who shall serve as Collateral Agent hereunder or thereunder until such time, if any, as the Required Secured Parties Creditors appoint a successor Collateral Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Collateral Agent has been appointed pursuant to clause (b) or (c) above by the acceptance 20th business day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Collateral Agent, such successor Agent the Collateral Agent's resignation shall thereupon succeed to become effective and become vested with the Required Secured Creditors shall thereafter perform all the rights, powers, privileges and duties of the retiring Collateral Agent and hereunder until such time, if any, as the retiring Required Secured Creditors appoint a successor Collateral 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 the Agent. (a) The Agent may resign from the performance of all its respective functions and duties hereunder and/or under the Agreement and the other Transaction Credit Documents at any time by giving 30 days' 15 Business Days’ prior written notice (as provided in the Agreement) to the Debtors and Lenders and, unless a Default or an Event of Default under Section 11.05 then exists, the Secured PartiesBorrower. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignationresignation by the Agent, the Secured Parties, acting by a Majority in Interest, Required Lenders shall appoint a successor Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed (provided that the Borrower’s approval shall not be required if an Event of Default then exists). (c) If a successor Agent shall not have been so appointed within said 30-day such 15 Business Day period, the Agent Agent, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required if an Event of Default then exists), shall then appoint a successor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Secured Parties Required Lenders appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) above by the acceptance 30th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, such successor Agent the Agent’s resignation shall thereupon succeed to become effective and become vested with the Required Lenders shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder and/or under any other Credit Document until such time, if any, as the retiring Required Lenders appoint a successor 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 the Agent. (a) The Agent may resign from the performance of all of its functions and duties under the Agreement and the other Transaction Documents hereunder at any time by giving 30 daysBusiness Days' prior written notice (as provided in the Agreement) to the Debtors Company and the Secured PartiesBanks. Such resignation shall take effect upon the expiration of such 30 Business Day period or upon the earlier appointment of a successor Agent pursuant to clauses (b) and (c) below. (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, shall appoint a successor Agent hereunder. (c) If a successor Agent shall not have been so appointed within said 30-day period, the Agent shall then appoint a successor Agent who shall serve as Agent until such time, if any, as the Secured Parties appoint a successor Agent this section 8.8 or as provided above. If a successor Agent has not been appointed within such 30-day period, in the Agent may petition any court definition of competent jurisdiction or may interplead the Debtors and the 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 the 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 's resignation or removal hereunder as Agent, the provisions of the Agreement including this Annex B Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under the Loan Documents. Upon any such resignation, the Required Banks shall appoint a successor Agent who shall be satisfactory to the Company and shall be an incorporated bank or trust company. In the event no such successor shall have been so appointed by the 30th Business Day after the date such notice of resignation was given by the Agent, the Agent's resignation shall become effective and, until such time as the Required Banks shall appoint a successor Agent, any notification, demand or other communication required or permitted to be given by the Agent on behalf of the Banks to the Company hereunder shall be sufficiently given if given by the Required Banks, and any notification, demand, other communication, document, statement, other paper or payment required to be made, given or furnished by the Company to the Agent for distribution to the Banks shall be sufficiently made, given or furnished if made, given or furnished by the Company directly to each Bank entitled thereto and, in the case of payments, in the amount to which each such Bank is entitled. All powers specifically delegated to the Agent by the terms hereof may be exercised by the Required Banks.

Resignation by the Agent. (a) The Agent may resign from the performance of all its functions and duties hereunder and/or under the Agreement and the other Transaction Credit Documents at any time by giving 30 days' 15 Business Days prior written notice (as provided in the Agreement) to the Debtors Borrower and the Secured PartiesBanks. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, Required Banks shall appoint a successor Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower. (c) If a successor Agent shall not have been so appointed within said 30-day such 15 Business Day period, the Agent Agent, with the consent of the Borrower (which consent shall not be unreasonably withheld), shall then appoint a commercial bank or trust company with capital and surplus of not less than $500,000,000 as successor Agent who shall serve as Agent hereunder or there- under until such time, if any, as the Secured Parties Required Banks appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) above by the acceptance 20th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, such successor Agent the Agent's resignation shall thereupon succeed to become effective and become vested with the Banks shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder and/or under any other Credit Document until such time, if any, as the retiring Required Banks appoint a successor 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 the Agent. (a) The Agent may resign from the performance of all its functions and duties hereunder and/or under the Agreement and the other Transaction Credit Documents at any time by giving 30 days15 Business Days' prior written notice (as provided in the Agreement) to the Debtors Borrower and the Secured PartiesBanks. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, Banks shall appoint a successor Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower (it being understood and agreed that any Bank is deemed to be acceptable to the Borrower). In the event that more than one Bank has notified the Borrower of an interest in becoming the successor Agent, the Borrower and the Required Banks shall agree as to the successor Agent. (c) If a successor Agent shall not have been so appointed within said 30-day such 15 Business Day period, the Agent Agent, with the consent of the Borrower, shall then appoint a successor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Secured Parties Banks appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) above by the acceptance 20th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, such successor Agent the Agent's resignation shall thereupon succeed to become effective and become vested with the Banks shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder and/or under any other Credit Document until such time, if any, as the retiring Banks appoint a successor 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 the Agent. (a) The Agent may resign from the performance of all its respective functions and duties hereunder and/or under the Agreement and the other Transaction Credit Documents at any time by giving 30 days15 Business Days' prior written notice (as provided in the Agreement) to the Debtors and the Secured PartiesLenders. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignationresignation by the Agent, the Secured Parties, acting by a Majority in Interest, Required Lenders shall appoint a successor Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Company, which acceptance shall not be unreasonably withheld or delayed (provided that the Company's approval shall not be required if an Event of Default then exists). (c) If a successor Agent shall not have been so appointed within said 30-day such 15 Business Day period, the Agent with the consent of the Company (which consent shall not be unreasonably withheld or delayed), shall then appoint a successor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Secured Parties Required Lenders appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) above by the acceptance 20th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, such successor Agent the Agent's resignation shall thereupon succeed to become effective and become vested with the Required Lenders shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder and/or under any other Credit Document until such time, if any, as the retiring Required Lenders appoint a successor 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 the Agent. (a) The Agent may resign from the performance of all its functions and duties hereunder and/or under the Agreement and the other Transaction Credit Documents at any time by giving 30 days15 Business Days' prior written notice (as provided in the Agreement) to the Debtors Borrower and the Secured PartiesBanks. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, Required Banks shall appoint a successor Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower (it being understood and agreed that any Non- Defaulting Bank is deemed to be acceptable to the Borrower). (c) If a successor Agent shall not have been so appointed within said 30-day such 15 Business Day period, the Agent Agent, with the consent of the Borrower, shall then appoint a successor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Secured Parties Banks appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) above by the acceptance 20th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, such successor Agent the Agent's resignation shall thereupon succeed to become effective and become vested with the Required Banks shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder and/or under any other Credit Document until such time, if any, as the retiring Required Banks appoint a successor 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 the Agent. (a) The Agent may resign from the ------------------------ performance of all its functions and duties hereunder and/or under the Agreement and the other Transaction Credit Documents at any time by giving 30 days15 Business Days' prior written notice (as provided in the Agreement) to the Debtors Borrowers and the Secured PartiesBanks. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, Banks shall appoint a successor Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrowers (it being understood and agreed that any Bank is deemed to be acceptable to the Borrowers). (c) If a successor Agent shall not have been so appointed within said 30-day such 15 Business Day period, the Agent Agent, with the consent of the Borrowers, shall then appoint a successor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Secured Parties Banks appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) above by the acceptance 20th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, such successor Agent the Agent's resignation shall thereupon succeed to become effective and become vested with the Banks shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder and/or under any other Credit Document until such time, if any, as the retiring Banks appoint a successor 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 the 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 daysfifteen (15) Business Days' prior written notice (as provided in the Agreement) to the Debtors Borrower and the Secured PartiesBanks. Such resignation shall take effect upon the appointment of acceptance by a successor the Agent of appointment pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, Required Banks shall appoint a successor Agent hereunderwho shall be satisfactory to the 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, the Agent Agent, with the consent of the Borrower, shall then appoint a successor Agent who shall serve as the Agent until such time, if any, as the Secured Parties Required Banks, with the consent of the Borrower, appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the 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 the Agent. (a) The Agent may resign from the ------------------------ performance of all its functions and duties hereunder and/or under the Agreement and the other Transaction Credit Documents at any time by giving 30 days15 Business Days' prior written notice (as provided in the Agreement) to the Debtors Borrower and the Secured PartiesBanks. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, Required Banks shall appoint a successor Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower. (c) If a successor Agent shall not have been so appointed within said 30-day such 15 Business Day period, the Agent Agent, with the consent of the Borrower (which consent shall not be unreasonably withheld), shall then appoint a commercial bank or trust company with capital and surplus of not less than $500,000,000 as successor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Secured Parties Required Banks appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) above by the acceptance 20th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, such successor Agent the Agent's resignation shall thereupon succeed to become effective and become vested with the Banks shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder and/or under any other Credit Document until such time, if any, as the retiring Required Banks appoint a successor 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 the Agent. (a) The Agent may resign from the performance of all its respective functions and duties hereunder and/or under the Agreement and the other Transaction Credit Documents at any time by giving 30 days15 Business Days' prior written notice (as provided in the Agreement) to the Debtors and the Secured PartiesBanks. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignationresignation by the Agent, the Secured Parties, acting by a Majority in Interest, Required Banks shall appoint a successor Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed (provided that the Borrower's approval shall not be required if an Event of Default then exists). (c) If a successor Agent shall not have been so appointed within said 30-day such 15 Business Day period, the Agent with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), shall then appoint a successor suc cessor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Secured Parties Required Banks appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) above by the acceptance 20th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, such successor Agent the Agent's resignation shall thereupon succeed to become effective and become vested with the Required Banks shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder and/or under any other Credit Document until such time, if any, as the retiring Required Banks appoint a successor 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 the 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 daysthirty Business Days' prior written notice (as provided in the Agreement) to the Debtors Borrower and the 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 Secured Parties, acting by a Majority in Interest, Lenders shall appoint a successor Agent hereunderwho shall be satisfactory to the 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 thirty Business Day period, the Agent Agent, with the consent of the Borrower, shall then appoint a successor Agent who shall serve as the Agent until such time, if any, as the Secured Parties Majority Lenders, with the consent of the Borrower, appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) and if the acceptance Borrower has not provided the necessary consent pursuant to clause (c) by the thirty-fifth Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, such successor Agent the Agent's resignation shall thereupon succeed to become effective and become vested with the Majority Lenders shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder until such time, if any, as the retiring Majority Lenders, with the consent of Borrower, appoint a successor 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 the Agent. (a) The Agent may resign from the performance of all its functions and duties hereunder and/or under the Agreement and the other Transaction Credit Documents at any time by giving 30 days15 Business Days' prior written notice (as provided in the Agreement) to the Debtors Borrower and the Secured PartiesBanks. Such In the case of the resignation by the Agent, such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignationresignation by the Agent, the Secured Parties, acting by a Majority in Interest, Required Banks shall appoint a successor Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower (it being understood and agreed that any Non-Defaulting Bank is deemed to be acceptable to the Borrower). (c) If a successor Agent shall not have been so appointed within said 30-day such 15 Business Day period, the Agent Agent, with the consent of the Borrower, shall then appoint a successor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Secured Parties Required Banks appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) above by the acceptance 20th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, such successor Agent the Agent's resignation shall thereupon succeed to become effective and become vested with the Banks shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder and/or under any other Credit Document until such time, if any, as the retiring Required Banks appoint a successor 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 the Agent. (a) The Agent may resign from the performance of all its functions and duties here- under and/or under the Agreement and the other Transaction Credit Documents at any time by giving 30 days15 Business Days' prior written notice (as provided in the Agreement) to the Debtors Company and the Secured PartiesBanks. Such resignation shall take effect upon the appointment appoint- ment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignationresignation of the Agent, the Secured Parties, acting by a Majority in Interest, Banks shall appoint a successor Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Company (it being understood and agreed that any Bank is deemed to be acceptable to the Company). (c) If a successor Agent shall not have been so appointed within said 30-day such 15 Business Day period, the Agent Agent, with the consent of the Company, shall then appoint a successor Agent who shall serve as the Agent hereunder or thereunder until such time, if any, as the Secured Parties Banks appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) above by the acceptance 20th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, such successor Agent the Agent's resignation shall thereupon succeed to become effective and become vested with the Banks shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder and/or under any other Credit Document until such time, if any, as the retiring Banks appoint a successor 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 the 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 the Agreement) to the Debtors Borrower and the 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 resignationresignation by the Agent, the Secured Parties, acting by a Majority in Interest, Required Lenders shall appoint a successor Agent hereunderwho shall be satisfactory to the Borrower and shall be a bank with an office in New York, New York having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank. (c) If a successor Agent shall not have been so appointed within said 30-day 15 Business Day period, the Agent Agent, with the consent of the Borrower, shall then appoint a successor Agent who shall serve as Agent until such time, if any, as the Secured Parties Required Lenders, with the consent of the Borrower, appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (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 Agent, such successor Agent the Agent's resignation shall thereupon succeed to become effective and become vested with the Required Lenders shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder until such time, if any, as the retiring Agent shall be discharged from its duties and obligations under Required Lenders, with 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 Borrower, appoint a successor Agent as to any actions taken or omitted to be taken by it while it was Agentprovided above.

Resignation by the Agent. (a) The Any Agent may resign from the performance of all its respective functions and duties hereunder and/or under the Agreement and the other Transaction Loan Documents at any time by giving 30 days' prior written notice (as provided in the Agreement) to the Debtors Lenders and, unless a Default or an Event of Default under Section 11.05 then exists, the Borrower. Any such resignation by an Agent hereunder shall also constitute its resignation as an Issuing Lender, if applicable, in which case the resigning Agent (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the Secured Partiesdate of such resignation. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (ba) Upon any such notice of resignationresignation by an Agent, the Secured Parties, acting by a Majority in Interest, Required Lenders shall appoint a successor Agent hereunderhereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed (provided that the Borrower’s approval shall not be required if an Event of Default then exists). (cb) If a successor Agent shall not have been so appointed within said thirty (30-day period) days of the resigning Agent’s notice of resignation, such Agent, with the Agent consent of the Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrower’s consent shall not be required if an Event of Default then exists), may (but shall not be obligated to) appoint a successor Agent who shall serve as Agent hereunder until such time, if any, as the Secured Parties Required Lenders appoint a successor Agent as provided above. . (c) If no successor Agent has been appointed pursuant to clause (b) or (c) above by the 30th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall nevertheless become effective (the effective date of resignation pursuant to paragraph (b), (c) or this (d), as applicable, the “Resignation Effective Date”) and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Agent has not been appointed within such 30-day periodas provided above (except that in the case of any Collateral held by the Collateral Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Collateral Agent may petition any shall continue to hold such Collateral as bailee for the benefit of the Secured Parties until such time as a successor Collateral Agent is appointed or deposit such security with a court of competent jurisdiction or may interplead (at the Debtors and expense of the 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 the Debtors on demandBorrower)). (d) If the Person serving as an Agent is a Defaulting Lender pursuant to clause (ii) of the definition of Lender Default, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. (e) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Collateral Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such Collateral as bailee for the benefit of the Secured Parties until such time as a successor Collateral Agent is appointed or deposit such security with a court of competent jurisdiction (at the expense of the Borrower) ), and all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and Issuing Lender directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of any a successor’s appointment as Agent hereunder by a successor Agenthereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent (other than any rights to indemnity, fee or expense payments owed to the retiring or removed Agent), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Agreementother Loan Documents (if not already discharged as set forth above). After any retiring Agent’s 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. (f) Upon a resignation or removal hereunder as Agentof an Agent pursuant to this Section 12.09, such Agent shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Article XII and Section 13.01 (and the Agreement including this Annex B analogous provisions of the other Loan Documents) shall inure continue in effect for the benefit of such Agent for all of its actions and inactions while serving as an Agent hereunder. (g) Any Person into which an Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to its benefit as which an Agent shall be a party, or any Person succeeding to the business of an Agent shall be the successor of such Agent hereunder without the execution or filing of any actions taken paper with any party hereto or omitted any further act on the part of any of the parties hereto, except where an instrument of transfer or assignment is required by law to be taken by it while it was Agenteffect such succession, anything herein to the contrary notwithstanding.

Resignation by the Agent. (a) The Agent may resign from the performance of all its functions and duties hereunder and/or under the Agreement and the other Transaction Credit Documents at any time by giving 30 days15 Business Days' prior written notice (as provided in the Agreement) to the Debtors and the Secured PartiesBanks. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, Required Banks shall appoint a successor Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower. (c) If a successor Agent shall not have been so appointed within said 30-day such 15 Business Day period, the Agent Agent, with the consent of the Borrower (which consent will not be unreasonably withheld or delayed), shall then appoint a commercial bank or trust company as successor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Secured Parties Required Banks appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) above by the acceptance 20th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, such successor Agent the Agent's resignation shall thereupon succeed to become effective and become vested with the Banks shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder and/or under any other Credit Document until such time, if any, as the retiring Required Banks appoint a successor 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 the Agent. (a) The Agent may resign from the performance of all its functions and duties hereunder and/or under the Agreement and the other Transaction Credit Documents at any time by giving 30 days15 Business Days' prior written notice (as provided in the Agreement) to the Debtors Borrower and the Secured PartiesBanks. Such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses (b) and (c) below or as otherwise provided below. (b) Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, Required Banks shall appoint a successor Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower (which approval shall not be unreasonably withheld or delayed); provided that if the Borrower shall recommend a successor Agent to the Banks, the Required Banks will not unreasonably withhold their consent. (c) If a successor Agent shall not have been so appointed within said 30-day such 15 Business Day period, the Agent Agent, with the consent of the Borrower, shall then appoint a commercial bank or trust company with capital and surplus of not less than $500 million as successor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Secured Parties Required Banks appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day periodNotwithstanding anything to the contrary in Section 12.09(b) and (c), the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the Secured Parties in a proceeding for Borrower shall have no rights with respect to the appointment of a successor Agent, Agent upon the occurrence and all fees, including, but not limited to, extraordinary fees associated with the filing continuance of interpleader and expenses associated therewith, shall be payable by the Debtors on demandan Event of Default. (d) If no successor Agent has been appointed pursuant to clause (b) or (c) above by the 20th Business Day after the date such notice of resignation was given by the Agent, the Agent's resignation shall become effective and the Banks shall thereafter perform all the duties of the Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Banks appoint a successor Agent as provided above. (e) Upon the its acceptance of any appointment as Agent hereunder by a successor Agentthe agency hereunder, 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 the Agent. (a) The Agent may resign ------------------------ from the performance of all its functions and duties hereunder and/or under the Agreement and the other Transaction Credit Documents at any time by giving 30 days15 Business Days' prior written notice (as provided in the Agreement) to the Debtors Borrower and the Secured PartiesBanks. Such In the case of the resignation by the Agent, such resignation shall take effect upon the appointment of a successor Agent pursuant to clauses clause (b) and or (c) below or as otherwise provided below. (b) Upon any such notice of resignationresignation by the Agent, the Secured Parties, acting by a Majority in Interest, Banks shall appoint a successor Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower (it being understood and agreed that any Bank is deemed to be acceptable to the Borrower). (c) If a successor Agent shall not have been so appointed within said 30-day such 15 Business Day period, the Agent Agent, with the consent of the Borrower, shall then appoint a successor Agent who shall serve as Agent hereunder or thereunder until such time, if any, as the Secured Parties Banks appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (b) or (c) above by the acceptance 20th Business Day after the date such notice of any appointment as Agent hereunder resignation was given by a successor the Agent, the Agent may appoint any other Bank which agrees to such appointment to act as successor Agent and if no Bank so agrees by the 30th Business Day after the date such notice was given by the Agent, the Agent's resignation shall thereupon succeed to become effective on such 30th Business Day and become vested with the Banks shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder and/or under any other Credit Document until such time, if any, as the retiring Banks appoint a successor 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 the 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 the Agreement) to the Debtors and the 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 Secured Parties, acting by a Majority in Interest, Required Parties shall appoint a successor Agent hereunder. (c) If a successor Agent shall not have been so appointed within said 30-day period, the Agent shall then appoint a successor Agent who shall serve as Agent until such time, if any, as the Secured Parties appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the 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 the Agent. (a) The Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Related Documents at any time by giving 30 days' ’ prior written notice (as provided in the Agreement) to the Debtors and the Secured PartiesPurchasers. 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 Secured PartiesPurchasers, acting by a Majority in Interestmajority-in-interest, shall appoint a successor Agent hereunder. (c) If a successor Agent shall not have been so appointed within said 30-day period, the Agent shall then appoint a successor Agent who shall serve as Agent until such time, if any, as the Secured Parties Purchasers appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the Secured Parties Purchasers 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 the 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 the 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 the Agreement) to the Debtors Borrower and the 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 resignationresignation by the Agent, the Secured Parties, acting by a Majority in Interest, Required Lenders shall appoint a successor Agent hereunderwho shall be satisfactory to the Borrower and shall be an incorporated bank or trust company having total assets in excess of $3 billion (or the foreign currency equivalent thereof). (c) If a successor Agent shall not have been so appointed ap pointed within said 30-day 15 Business Day period, the Agent Agent, with the consent of the Borrower, shall then appoint a successor Agent who shall serve as Agent until such time, if any, as the Secured Parties Required Lenders, with the consent of the Borrower, appoint a successor Agent as provided above. If a successor Agent has not been appointed within such 30-day period, the Agent may petition any court of competent jurisdiction or may interplead the Debtors and the 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 the Debtors on demand. (d) Upon If no successor Agent has been appointed pursuant to clause (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 Agent, such successor Agent the Agent's resignation shall thereupon succeed to become effective and become vested with the Required Lenders shall thereafter perform all the rights, powers, privileges and duties of the retiring Agent and hereunder until such time, if any, as the retiring Agent shall be discharged from its duties and obligations under Required Lenders, with 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 Borrower, appoint a successor Agent as to any actions taken or omitted to be taken by it while it was Agentprovided above.