Common use of Acceptance of Resignation of Resigning Trustee; Appointment of Successor Trustee Clause in Contracts

Acceptance of Resignation of Resigning Trustee; Appointment of Successor Trustee. The Resigning Trustee hereby resigns as Trustee, Registrar, Custodian, Paying Agent, Transfer Agent and Collateral Agent under the Indenture and in its related roles under the other Notes Documents. The Company and the Subsidiary Guarantors hereby accept the resignation of the Resigning Trustee as Trustee, Registrar, Custodian, Paying Agent, Transfer Agent and Collateral Agent under the Indenture and in its related roles under the other Notes Documents. The Company and the Subsidiary Guarantors hereby appoint the Successor Trustee to succeed the Resigning Trustee as Trustee, Registrar, Custodian, Paying Agent, Transfer Agent and Collateral Agent under the Indenture and in its related roles under the other Notes Documents. The Company and the Subsidiary Guarantors hereby acknowledge that, as of the Effective Date, the Successor Trustee shall hold all rights, powers, trusts, duties and obligations which the Resigning Trustee now holds under and by virtue of the Indenture and the other Notes Documents as Trustee, Registrar, Custodian, Paying Agent, Transfer Agent and Collateral Agent and in its related roles thereunder. The Company and the Subsidiary Guarantors shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest in and confirm to the Successor Trustee all the rights, powers, trusts, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee.

Acceptance of Resignation of Resigning Trustee; Appointment of Successor Trustee. The Resigning Trustee hereby confirms its notice of resignation as Trustee and hereby resigns as Trustee, Security Registrar, CustodianTransfer Agent, Paying Agent, Transfer Agent and Collateral Agent Security Custodian under the Indenture and in its related roles under the other Notes DocumentsIndenture. The Company and the Subsidiary Guarantors hereby accept accepts the resignation of the Resigning Trustee as Trustee, Security Registrar, CustodianTransfer Agent, Paying Agent and Security Registrar under the Indenture. The Company hereby appoints the Successor Trustee as Trustee, Security Registrar, Transfer Agent, Transfer Paying Agent and Collateral Security Custodian under the Indenture. The Company hereby acknowledges that the Successor Trustee shall be the Trustee (as of the Trustee Effective Date (as defined below)) and the Security Registrar, Transfer Agent, Paying Agent and Security Registrar (in each case, as of the Agents Effective Date (as defined below)) under the Indenture and in its related roles under the other Notes Documents. The Company and the Subsidiary Guarantors hereby appoint the Successor Trustee to succeed the Resigning Trustee as Trustee, Registrar, Custodian, Paying Agent, Transfer Agent and Collateral Agent under the Indenture and in its related roles under the other Notes Documents. The Company and the Subsidiary Guarantors hereby acknowledge that, as of the Effective Date, the Successor Trustee shall hold all rights, powers, trusts, duties and obligations which the Resigning Trustee now holds under and by virtue of the Indenture and the other Notes Documents as Trustee, Security Registrar, CustodianTransfer Agent, Paying Agent, Transfer Agent and Collateral Agent and in its related roles thereunderSecurity Custodian. The Company and the Subsidiary Guarantors shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest in and confirm to the Successor Trustee all the rights, powers, trusts, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee as Trustee, Security Registrar, Transfer Agent, Paying Agent and Security Custodian. For avoidance of doubt, this Instrument shall constitute the written acceptance of appointment by the Successor Trustee, in each case, pursuant to Section 611 of the Indenture.

Acceptance of Resignation of Resigning Trustee; Appointment of Successor Trustee. The Resigning Trustee hereby resigns confirms its resignation, by notice given by the Resigning Trustee to the Issuer dated July 16, 2019, as Trustee, Registrar, Custodian, Registrar and Paying Agent, Transfer Agent and Collateral Agent under the Indenture and in its related roles under Indenture, effective as of July 26, 2019 (the other Notes Documents“Effective Date”). The Company Issuer and the Subsidiary Guarantors hereby accept the resignation of the Resigning Trustee as Trustee, Registrar, Custodian, Registrar and Paying Agent, Transfer Agent and Collateral Agent under the Indenture and in its related roles under Indenture, effective as of the other Notes DocumentsEffective Date. The Company and the Subsidiary Guarantors Issuer hereby appoint appoints the Successor Trustee to succeed the Resigning Trustee as Trustee, Registrar, Custodian, Registrar and Paying Agent, Transfer Agent and Collateral Agent under the Indenture and in its related roles under Indenture, effective as of the other Notes DocumentsEffective Date. The Company and the Subsidiary Guarantors Issuer hereby acknowledge acknowledges that, as of the Effective Date, the Successor Trustee shall be the Trustee under the Indenture and shall hold all rights, powers, trusts, duties and obligations which the Resigning Trustee now holds under and by virtue of the Indenture and the other Notes Documents as Trustee, Registrar, Custodian, Registrar and Paying Agent, Transfer Agent and Collateral Agent and in its related roles thereunderunder the Indenture. The Company and the Subsidiary Guarantors Issuer shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest in and confirm to the Successor Trustee all the rights, powers, trusts, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee as Trustee, Custodian, Registrar and Paying Agent under the Indenture. Effective as of the Effective Date, the Resigning Trustee is discharged from the trust created by the Indenture in all of its capacities (as Trustee, Custodian, Registrar and Paying Agent) under the Indenture.

Acceptance of Resignation of Resigning Trustee; Appointment of Successor Trustee. The a. Pursuant to Section 7.8 of the Indenture, the Resigning Trustee hereby resigns notifies the Issuer that the Resigning Trustee does hereby resign as Trustee, Custodian, Registrar, Custodian, Paying Agent, Transfer Agent and Collateral Agent under the Indenture and in its related various roles under the other Notes and Security Documents. , as applicable. b. The Company and the Subsidiary Guarantors hereby accept Issuer accepts the resignation of the Resigning Trustee as Trustee, Custodian, Registrar, Paying Agent and Collateral Agent under the Indenture, and in its various roles under the Notes and Security Documents, as applicable. Pursuant to Section 7.8 of the Indenture, the Issuer hereby appoints the Successor Trustee as Trustee, Custodian, Registrar, Paying Agent, Transfer Agent and Collateral Agent under the Indenture and in its related roles under the other Notes Documents. The Company and the Subsidiary Guarantors hereby appoint the Successor Trustee to succeed the Resigning Trustee as Trustee, Registrar, Custodian, Paying Agent, Transfer Agent and Collateral Agent under the Indenture and in its related various roles under the other Notes and Security Documents, as applicable. The Company and the Subsidiary Guarantors Issuer hereby acknowledge acknowledges that, as of the Effective Date, the Successor Trustee shall be the Trustee, Custodian, Registrar, Paying Agent and Collateral Agent under the Indenture, the Notes, the Security Documents, as applicable, and shall hold all rights, powers, trusts, duties and obligations which the Resigning Trustee now holds under and by virtue of the Indenture Indenture, the Security Documents and the other Notes Documents as Trustee, Custodian, Registrar, Custodian, Paying Agent, Transfer Agent and Collateral Agent and other roles outlined in its related roles thereunderthe Security Documents and Notes. The Company and the Subsidiary Guarantors Issuer shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest in and confirm to the Successor Trustee all the rights, powers, trusts, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee. The Successor Trustee or its agent shall, and each of the Resigning Trustee and the Issuer hereby authorize the Successor Trustee or its agent to, execute and file any and all assignment and transfer documents necessary to effect or evidence such assignment and transfer including amendments to any financing statements naming the Resigning Trustee as a secured party. The Issuer hereby reaffirms their obligations to the Successor Trustee and the Resigning Trustee under Section 7.7 of the Indenture.

Acceptance of Resignation of Resigning Trustee; Appointment of Successor Trustee. The Resigning Trustee hereby resigns as the Trustee, Registrar, Custodian, Paying Agent, Transfer /Agent and Collateral Agent under the Indenture and in its related roles under the other Notes DocumentsCapacities. The Company and the Subsidiary Guarantors hereby accept accepts the resignation of the Resigning Trustee as of the Trustee/Agent Capacities, Registrar, Custodian, Paying Agent, Transfer and hereby appoints the Successor Trustee in the Trustee/Agent and Collateral Agent under the Indenture and in its related roles under the other Notes DocumentsCapacities. The Company and the Subsidiary Guarantors hereby appoint the Successor Trustee to succeed the Resigning Trustee as Trustee, Registrar, Custodian, Paying Agent, Transfer Agent and Collateral Agent under the Indenture and in its related roles under the other Notes Documents. The Company and the Subsidiary Guarantors hereby acknowledge acknowledges that, as of the Effective Date, the Successor Trustee shall be the (i) Trustee under each of the Indentures and shall hold all rights, powers, trusts, duties and obligations which the Resigning Trustee now holds as Trustee under and by virtue of each of the Indentures, (ii) Warrant Agent under the Warrant Agreement and shall hold all rights, powers, duties and obligations which the Resigning Trustee now holds as Warrant Agent under and by virtue of the Indenture Warrant Agreement, and (iii) Unit Trustee under the other Notes Documents Unit Agreement and shall hold all rights, powers, duties and obligations which the Resigning Trustee now holds as Trustee, Registrar, Custodian, Paying Agent, Transfer Agent Unit Trustee under and Collateral Agent and in its related roles thereunderby virtue of the Unit Agreement. The Company and the Subsidiary Guarantors shall execute and deliver such further instruments and documents and shall take such other actions and do such other things as may be reasonably necessary or as the Resigning Trustee or the Successor Trustee may reasonably require so as to more fully and certainly vest in and confirm to the Successor Trustee all the rights, powers, trusts, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee for each of the Indentures, the Warrant Agreement, and the Unit Agreement. Notwithstanding the foregoing, the Company and the Successor Trustee each acknowledges and agrees that the Successor Trustee shall take no actions in connection with either the Warrant Agreement or Unit Agreement while the Chapter 11 Cases are ongoing. In accordance with Section 7.09 of the 2L Indenture and Section 7.08 of the Unsecured Notes Indenture, the Company hereby directs the Successor Trustee to deliver to holders of the Notes notices of the Resigning Trustee.’s resignation as Trustee and the Successor Trustee’s acceptance of its appointment as Trustee for each of the Indentures, in the forms annexed hereto as Exhibit A.

Acceptance of Resignation of Resigning Trustee; Appointment of Successor Trustee. The Resigning Trustee hereby resigns confirms its resignation, by notice given by the Resigning Trustee to the Issuer dated August 18, 2016, as Trustee, Registrar, Notes Custodian, Registrar and Paying Agent, Transfer Agent and Collateral Agent under the Indenture and in its related roles under the other Notes DocumentsIndenture. The Company Issuer and the Subsidiary Guarantors hereby accept the resignation of the Resigning Trustee as Trustee, Registrar, Notes Custodian, Registrar and Paying Agent, Transfer Agent and Collateral Agent under the Indenture and in its related roles under the other Notes DocumentsIndenture. The Company and the Subsidiary Guarantors Issuer hereby appoint appoints the Successor Trustee to succeed the Resigning Trustee as Trustee, Registrar, Notes Custodian, Registrar and Paying Agent, Transfer Agent and Collateral Agent under the Indenture and in its related roles under the other Notes DocumentsIndenture. The Company and the Subsidiary Guarantors Issuer hereby acknowledge acknowledges that, as of the Effective Date, the Successor Trustee shall be the Trustee under the Indenture and shall hold all rights, powers, trusts, duties and obligations which the Resigning Trustee now holds under and by virtue of the Indenture and the other Notes Documents as Trustee, Registrar, Notes Custodian, Registrar and Paying Agent, Transfer Agent and Collateral Agent and in its related roles thereunderunder the Indenture. The Company and the Subsidiary Guarantors Issuer shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest in and confirm to the Successor Trustee all the rights, powers, trusts, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee as Trustee, Notes Custodian, Registrar and Paying Agent under the Indenture. The Issuer hereby waives the requirement in Section 7.07(b) of the Indenture that the Resigning Trustee provide 30-days written notice prior to resignation, and acknowledges that this Instrument shall serve as sufficient notice of the resignation of the Resigning Trustee as of the Effective Date under such section of the Indenture. Effective as of the Effective Date, the Resigning Trustee is discharged from the trust created by the Indenture in all of its capacities (as Trustee, Notes Custodian, Registrar and Paying Agent) under the Indenture.

Acceptance of Resignation of Resigning Trustee; Appointment of Successor Trustee. The Resigning Trustee hereby resigns confirms its resignation, by notice given by the Resigning Trustee to the Issuer dated August 18, 2016, as Trustee, Registrar, Note Custodian, Registrar and Paying Agent, Transfer Agent and Collateral Agent under the Indenture and in its related roles under the other Notes DocumentsIndentures. The Company Issuer and the Subsidiary Guarantors hereby accept the resignation of the Resigning Trustee as Trustee, Registrar, Note Custodian, Registrar and Paying Agent, Transfer Agent and Collateral Agent under the Indenture and in its related roles under the other Notes DocumentsIndentures. The Company and the Subsidiary Guarantors Issuer hereby appoint appoints the Successor Trustee to succeed the Resigning Trustee as Trustee, Registrar, Note Custodian, Registrar and Paying Agent, Transfer Agent and Collateral Agent under the Indenture and in its related roles under the other Notes DocumentsIndentures. The Company and the Subsidiary Guarantors Issuer hereby acknowledge acknowledges that, as of the Effective Date, the Successor Trustee shall be the Trustee under the Indentures and shall hold all rights, powers, trusts, duties and obligations which the Resigning Trustee now holds under and by virtue of the Indenture and the other Notes Documents Indentures as Trustee, Registrar, Note Custodian, Registrar and Paying Agent, Transfer Agent and Collateral Agent and in its related roles thereunderunder the Indentures. The Company and the Subsidiary Guarantors Issuer shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest in and confirm to the Successor Trustee all the rights, powers, trusts, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee as Trustee, Note Custodian, Registrar and Paying Agent under the Indentures. The Issuer hereby waives the requirement in Section 6.9 of the Supplemental Indentures that the Resigning Trustee provide 30-days written notice prior to resignation, and acknowledges that this Instrument shall serve as sufficient notice of the resignation of the Resigning Trustee as of the Effective Date under such section of the Indentures. Effective as of the Effective Date, the Resigning Trustee is discharged from the trust created by the Indenture in all of its capacities (as Trustee, Note Custodian, Registrar and Paying Agent) under the Indenture.