Common use of Resignation and Appointment Clause in Contracts

Resignation and Appointment. 3.1 As and with effect from the Effective Time: (a) the Retiring Agent shall resign as Agent under the Agency and Trust Deed, the Loan Agreements and the other Finance Documents, and the Successor Agent shall be appointed as Agent thereunder in accordance with clause 5.5 of the Agency and Trust Deed; (b) the Retiring Security Trustee shall resign as Security Trustee under the Agency and Trust Deed, the Loan Agreement and the other Finance Documents, and the Successor Security Trustee shall be appointed as Security Trustee thereunder in accordance with clause 5.5 of the Agency and Trust Deed; (c) all Trust Property held on trust by the Retiring Security Trustee for the Creditor Parties shall, as and with effect from the Effective Time, vest in, and be held on trust by the Successor Security Trustee in its capacity as trustee; (d) the Successor Agent, the Successor Security Trustee and each of the parties to the Agency and Trust Deed, the Loan Agreements and the other Finance Documents, shall have the same rights and obligations among themselves as they would have had if the Successor Agent and the Successor Security Trustee had been parties to the Agency and Trust Deed, the Loan Agreements and the other Finance Documents in place of the Retiring Agent and the Retiring Security Trustee (respectively); and (e) the Retiring Agent and the Retiring Security Trustee shall each be unconditionally discharged from any obligations under the Agency and Trust Deed, the Loan Agreements and the other Finance Documents which pertain to the position of Agent and Security Trustee (respectively). The provisions of this Agreement are without prejudice to Section 40(1) of the Trustee Axx 0000. 3.2 Each of the Parties agrees and acknowledges that: (a) the resignation of the Retiring Agent and the appointment of the Successor Agent, and the resignation of the Retiring Security Trustee and the appointment of the Successor Security Trustee, in accordance with the foregoing provisions of this Clause 3 shall be effective from the Effective Time notwithstanding the requirements and process set out in clause 5.4 of the Agency and Trust Deed; (b) the Successor Agent shall, with effect from the Effective Time, be duly appointed as successor Agent by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed; (c) the Successor Security Trustee shall, with effect from the Effective Time, be duly appointed as successor Security Trustee by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed; and (d) the provisions of clause 5.6(b) and clause 5.8 of the Agency and Trust Deed shall not apply. 3.3 Each of the Parties agrees and acknowledges that the resignations of the Retiring Agent and the Retiring Security Trustee in accordance with the foregoing provisions of this Clause 3 are without prejudice to any accrued rights of the Retiring Agent and the Retiring Security Trustee as at the Effective Time under the indemnities and other provisions in favour of any of them contained in the Agency and Trust Deed, the Loan Agreements and the Finance Documents, including but not limited to clause 5.7 (Continued protection of resigning Servicing Bank) of the Agency and Trust Deed and clause 21 (Indemnities) of each Loan Agreement. 3.4 Neither the Retiring Agent nor the Retiring Security Trustee (i) make any representations or warranties regarding the Loan Agreements, the Finance Documents, the validity or perfection steps taken in regards to any Security Interests, or anything in relation thereto, and shall have no liability of any kind or nature relating thereto; or (ii) shall have any obligation to turn over or provide copies of any correspondence or documentation which the Retiring Agent and/or Retiring Trustee currently holds, or from time to time, may hold which relate to the Loan Agreement or any of the Finance Documents.

Resignation and Appointment. 3.1 As and with effect from the Effective Time: (a) As of the Retiring Effective Date (as defined below), (i) Prior Agent hereby resigns as the Administrative Agent and the Collateral Agent as provided under Section 9.7 of the Credit Agreement, (ii) the Lenders party hereto hereby waive the 30-day notice requirement referred to in Section 9.7 of the Credit Agreement and appoint BAMI, in its individual capacity, as the successor Administrative Agent and Collateral Agent (in such capacities, the “Successor Agent”), (iii) in connection with such appointment of Successor Agent, each of the parties hereto (x) consents to the appointment of BAMI as Successor Agent pursuant to Section 9.7(b) of the Credit Agreement and (y) agrees that notwithstanding anything to the contrary in the definition of “Qualified Replacement Agent” in Section 1.1 of the Credit Agreement, Brookfield Asset Management Inc. shall resign be permitted as a Qualified Replacement Agent, and (iv) BAMI hereby accepts such appointment as Successor Agent. Each of the parties hereto agree to execute all documents necessary or appropriate to evidence the appointment of BAMI as the Successor Agent. The parties hereto hereby confirm that all of the provisions of the Credit Agreement, including, without limitation, Section 9, Section 10.2, Section 10.3 and Section 10.8, as they pertain to a retiring Agent, shall survive Prior Agent’s resignation hereunder, and inure to the benefit of Prior Agent. Notwithstanding any of the foregoing, BAMI shall not be liable for any actions taken or omitted to be taken by Prior Agent while it was the Administrative Agent or the Collateral Agent nor for any actions taken or omitted to be taken by Prior Agent pursuant to this Agreement. (b) As of the Effective Date, Prior Agent hereby assigns (without, except as expressly set forth herein, any representation, warranty or recourse) all Liens and security interests under the Agency and Trust Deed, the Loan Agreements Credit Agreement and the other Finance Assigned Credit Documents (as defined below) to BAMI, as Successor Agent. Notwithstanding anything contained herein or in any other Assigned Credit Document, all of such Liens and security interests shall in all respects be continuing and in effect and are reaffirmed pursuant to the Assigned Credit Documents. (c) Prior Agent agrees that it shall (i) on the Effective Date, deliver to Successor Agent all original stock certificates, instruments, promissory notes and other property of Borrower or any of its Subsidiaries held by Prior Agent to the extent such relate to any of the Assigned Credit Documents and (ii) following the Effective Date, furnish, at Borrower’s expense, additional releases, termination statements and such other documents, instruments and agreements as may be reasonably requested by Successor Agent in order to effect and evidence more fully the matters covered hereby, including delivery to Successor Agent of assignments of all existing Mortgages (in form and substance reasonably satisfactory to Successor Agent) duly executed by the Prior Agent. Prior Agent authorizes Borrower and the Successor Agent shall be appointed as Agent thereunder in accordance with clause 5.5 of the Agency (and Trust Deed; (btheir respective counsel) the Retiring Security Trustee shall resign as Security Trustee to prepare and file such UCC financing statements and amendments under the Agency Uniform Commercial Code in the offices and Trust Deed, the Loan Agreement and the other Finance Documents, and the Successor Security Trustee shall be appointed as Security Trustee thereunder in accordance with clause 5.5 of the Agency and Trust Deed; (c) all Trust Property held on trust by the Retiring Security Trustee for the Creditor Parties shall, as and with effect from the Effective Time, vest in, and be held on trust by the Successor Security Trustee in its capacity as trustee; (d) the Successor Agent, the Successor Security Trustee and each of the parties to the Agency and Trust Deed, the Loan Agreements and the other Finance Documents, shall have the same rights and obligations among themselves as they would have had if the jurisdictions that Successor Agent and deems necessary or appropriate to evidence the Successor Security Trustee had been parties matters referred to the Agency and Trust Deed, the Loan Agreements and the other Finance Documents in place of the Retiring Agent and the Retiring Security Trustee (respectively); and (e) the Retiring Agent and the Retiring Security Trustee shall each be unconditionally discharged from any obligations under the Agency and Trust Deed, the Loan Agreements and the other Finance Documents which pertain to the position of Agent and Security Trustee (respectively). The provisions of this Agreement are without prejudice to Section 40(1) of the Trustee Axx 0000herein. 3.2 Each of the Parties agrees and acknowledges that: (a) the resignation of the Retiring Agent and the appointment of the Successor Agent, and the resignation of the Retiring Security Trustee and the appointment of the Successor Security Trustee, in accordance with the foregoing provisions of this Clause 3 shall be effective from the Effective Time notwithstanding the requirements and process set out in clause 5.4 of the Agency and Trust Deed; (b) the Successor Agent shall, with effect from the Effective Time, be duly appointed as successor Agent by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed; (c) the Successor Security Trustee shall, with effect from the Effective Time, be duly appointed as successor Security Trustee by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed; and (d) the provisions of clause 5.6(b) and clause 5.8 of the Agency and Trust Deed shall not apply. 3.3 Each of the Parties agrees and acknowledges that the resignations of the Retiring Agent and the Retiring Security Trustee in accordance with the foregoing provisions of this Clause 3 are without prejudice to any accrued rights of the Retiring Agent and the Retiring Security Trustee as at the Effective Time under the indemnities and other provisions in favour of any of them contained in the Agency and Trust Deed, the Loan Agreements and the Finance Documents, including but not limited to clause 5.7 (Continued protection of resigning Servicing Bank) of the Agency and Trust Deed and clause 21 (Indemnities) of each Loan Agreement. 3.4 Neither the Retiring Agent nor the Retiring Security Trustee (i) make any representations or warranties regarding the Loan Agreements, the Finance Documents, the validity or perfection steps taken in regards to any Security Interests, or anything in relation thereto, and shall have no liability of any kind or nature relating thereto; or (ii) shall have any obligation to turn over or provide copies of any correspondence or documentation which the Retiring Agent and/or Retiring Trustee currently holds, or from time to time, may hold which relate to the Loan Agreement or any of the Finance Documents.

Resignation and Appointment. 3.1 As and with effect from the Effective Time: (a) The Resigning Security Agent xxxxxx gives notice to the Retiring Agent shall Lenders and the Borrower of its intent to resign as of the Effective Date and, as of the Effective Date, resigns as Security Agent for the Credit Facility Lenders under the Agency and Trust Deed, the Loan Agreements Credit Agreement and the other Finance Loan Documents, and the Successor Agent shall be appointed as Agent thereunder in accordance with clause 5.5 of the Agency and Trust Deed; (b) the Retiring Lenders party hereto, collectively constituting at least the Requisite Lenders on the Effective Date, hereby appoint, as of the Effective Date, Successor Security Trustee shall resign Agent as successor Security Trustee Agent for the Credit Facility Lenders under the Agency and Trust Deed, the Loan Credit Agreement and the other Finance Loan Documents, (c) Successor Security Agent hereby assumes and accepts such appointment, effective as of the Effective Date, and (d) Xxxxxxxx hereby approves such appointment pursuant to Section 14.8 of the Credit Agreement. In connection with the foregoing and effective as of the Effective Date, the Successor Security Trustee Agent shall be appointed hereby succeed to and become vested with all the rights, powers, privileges and duties of the Security Agent under the Credit Agreement and the other Loan Documents (other than any right to indemnity payments owed to the Resigning Security Agent), and subject to Section 2.3 hereof, the Resigning Security Agent shall, to the extent provided in this Agreement, be, from and after the Effective Date, hereby discharged from its duties and obligations under the Credit Agreement and under the other Loan Documents in its capacity as Security Trustee thereunder in accordance with clause 5.5 of Agent, except as explicitly set forth herein. It is understood and agreed that the Agency Successor Security Agent shall bear no responsibility and Trust Deed; shall not be liable for (cA) all Trust Property held on trust any actions taken or omitted to be taken by the Retiring Resigning Security Trustee for Agent, or that otherwise occurred, prior to the Creditor Parties Effective Date and (B) any and all claims under or related to the Loan Documents that may have arisen or accrued prior to the Effective Date. It is understood and agreed that the Resigning Security Agent shall, as subject to Section 2.3, bear no responsibility and with effect from the Effective Time, vest in, and shall not be held on trust liable for (A) any actions taken or omitted to be taken by the Successor Security Trustee Agent, or that otherwise occur, after the Effective Date and (B) any and all claims under or related to the Loan Documents that may arise or accrue after the Effective Date. Borrower hereby agrees and confirms that the provisions of Section 12.3 of the Credit Agreement shall continue to apply and be in effect for the benefit of the Resigning Security Agent in respect of any actions taken or omitted to be taken by in its capacity as trustee; (d) such prior to the Successor Agent, Effective Date. Each Lender hereby agrees and confirms that Section 14.7 of the Successor Credit Agreement shall continue to apply and be in effect for the benefit of the Resigning Security Trustee Agent in respect of any actions taken or omitted to be taken by in its capacity as such prior to the Effective Date. Borrower and each of the parties Lenders hereby respectively agrees and confirms that (i) the Resigning Security Agent shall continue to bear responsibility for any actions taken or omitted to be taken by it prior to the Agency and Trust Deed, the Loan Agreements and the other Finance Documents, shall have the same rights and obligations among themselves as they would have had if the Successor Agent and the Successor Security Trustee had been parties Effective Date to the Agency and Trust Deed, extent set forth in the Loan Agreements and the other Finance Documents in place of the Retiring Agent and the Retiring Security Trustee (respectively); and (e) the Retiring Agent and the Retiring Security Trustee shall each be unconditionally discharged from any obligations under the Agency and Trust Deed, the Loan Agreements and the other Finance Documents which pertain to the position of Agent and Security Trustee (respectively). The provisions of this Agreement are without prejudice to Section 40(1) of the Trustee Axx 0000. 3.2 Each of the Parties agrees and acknowledges that: (a) the resignation of the Retiring Agent and the appointment of the Successor AgentCredit Agreement, and the resignation of the Retiring Security Trustee and the appointment of the Successor Security Trustee, in accordance with the foregoing provisions of this Clause 3 shall be effective from the Effective Time notwithstanding the requirements and process set out in clause 5.4 of the Agency and Trust Deed; (b) the Successor Agent shall, with effect from the Effective Time, be duly appointed as successor Agent by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed; (c) the Successor Security Trustee shall, with effect from the Effective Time, be duly appointed as successor Security Trustee by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed; and (dii) the provisions of clause 5.6(b) any protective and clause 5.8 indemnification provisions set forth in any other Loan Document that survive Resigning Security Agent’s resignation as Security Agent shall continue to apply and be in effect for the benefit of the Agency Resigning Security Agent in respect of any actions taken or omitted to be taken by in its capacity as such prior to the Effective Date. Commencing on the Effective Date, or in connection with any Collateral Action (as defined below) required to be taken after the Effective Date, each reference to the Security Agent in the Credit Agreement and Trust Deed the other Loan Documents shall not apply. 3.3 Each of refer to the Parties agrees and acknowledges that the resignations of the Retiring Successor Security Agent and the Retiring Security Trustee in accordance with the foregoing provisions of this Clause 3 are without prejudice to any accrued rights of the Retiring Agent and the Retiring Security Trustee as at the Effective Time under the indemnities and other provisions in favour of any of them contained in the Agency and Trust Deed, the Loan Agreements and the Finance Documents, including but not limited to clause 5.7 (Continued protection of resigning Servicing Bank) of the Agency and Trust Deed and clause 21 (Indemnities) of each Loan Agreement. 3.4 Neither the Retiring Agent nor the Retiring Security Trustee (i) make any representations or warranties regarding the Loan Agreements, the Finance Documents, the validity or perfection steps taken in regards to any Security Interests, or anything in relation thereto, and shall have no liability of any kind or nature relating thereto; or (ii) shall have any obligation to turn over or provide copies of any correspondence or documentation which the Retiring Agent and/or Retiring Trustee currently holds, or from time to time, may hold which relate to the Loan Agreement or any of the Finance DocumentsResigning Security Agent.

Resignation and Appointment. 3.1 As and with effect from the Effective Time: (a) GSLP hereby provides notice to the Retiring Agent shall Lenders, the Borrower and the Issuing Bank of its intention to resign as Administrative Agent under the Agency and Trust Deed, the Loan Agreements and the other Finance Documents, and Swing Line Lender effective as of the Successor Agent shall be appointed Appointment Date (as defined below). The Borrower, the Lenders party hereto (together constituting the Required Lenders) and the Issuing Bank, hereby (x) acknowledge the resignation by GSLP as Administrative Agent thereunder in accordance with clause 5.5 and Swing Line Lender effective as of the Agency Successor Agent Appointment Date, (y) consent to the Amendment being deemed as the notice of resignation by GSLP required pursuant to Sections 2.3(c) and Trust Deed;8.6 of the Amended Agreement as of the Successor Agent Appointment Date and (z) waive any applicable notice periods required pursuant to the Credit Agreement. (b) Each Lender party hereto (together constituting the Retiring Security Trustee shall resign Required Lenders) hereby (x) appoints Bank of America to act as Security Trustee the successor Administrative Agent under the Agency Loan Documents pursuant to Section 8.6 of the Amended Agreement and Trust Deed(y) acknowledges that Bank of America shall replace GSLP as the Swing Line Lender under the Loan Documents pursuant to Section 2.3(c) of the Amended Agreement (Bank of America, in its capacities as successor Administrative Agent and Swing Line Lender, the Loan Agreement and the other Finance Documents“Successor Agent”), and in each case, effective as of the Successor Security Trustee shall be appointed as Security Trustee thereunder in accordance with clause 5.5 Agent Appointment Date. As of the Agency and Trust Deed; (c) all Trust Property held on trust by the Retiring Security Trustee for the Creditor Parties shall, as and with effect from the Effective Time, vest in, and be held on trust by the Successor Security Trustee in its capacity as trustee; (d) the Successor AgentAgent Appointment Date, the Successor Security Trustee Agent will accept the appointment to act as the successor Administrative Agent and each of Swing Line Lender under the parties Loan Documents pursuant to the Agency and Trust Deed, the Loan Agreements Successor Agent Agreement (as defined below). The Lenders party hereto and the other Finance Documents, shall have the same rights and obligations among themselves as they would have had if Borrower each (y) agree that such appointment of the Successor Agent and the acceptance thereof by the Successor Security Trustee had been parties to the Agency and Trust Deed, Agent are effective under the Loan Agreements Documents and the other Finance Documents in place binding on each of the Retiring Agent parties hereto and such consent is the Retiring Security Trustee (respectively); and (e) the Retiring Agent and the Retiring Security Trustee shall each be unconditionally discharged from any obligations under the Agency and Trust Deed, the Loan Agreements and the other Finance Documents which pertain to the position of Agent and Security Trustee (respectively). The provisions of this Agreement are without prejudice consent required pursuant to Section 40(18.6 and Section 2.3(c) of the Trustee Axx 0000. 3.2 Amended Agreement and (z) waive any applicable notice periods required pursuant to the Credit Agreement. Each of the Parties parties hereto agrees and acknowledges that: (a) the resignation of the Retiring Agent and to execute all documents reasonably necessary to evidence the appointment of the Successor Agent, Agent as the successor Administrative Agent and the resignation of the Retiring Security Trustee and the appointment of the Successor Security Trustee, in accordance with the foregoing provisions of this Clause 3 shall be effective from the Effective Time notwithstanding the requirements and process set out in clause 5.4 of the Agency and Trust Deed; (b) the Successor Agent shall, with effect from the Effective Time, be duly appointed as successor Agent by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed;Swing Line Lender. (c) The Lenders party hereto acknowledge that the documentation reflecting the definitive resignation of GSLP as Administrative Agent and Swing Line Lender under the Loan Documents and Bank of America’s appointment as Successor Agent in such capacities will be reflected in an agency transfer agreement (or similar document) (the “Successor Agent Agreement”) to be negotiated in good faith among the Borrower, GSLP and Bank of America. The effectiveness of GSLP’s resignation as Administrative Agent and Swing Line Lender under the Loan Documents and Bank of America’s appointment as Successor Agent in such capacities will be the day of effectiveness of the Successor Security Trustee shallAgent Agreement (such date, with effect from the Effective Time, be duly appointed as successor Security Trustee “Successor Agent Appointment Date”). The Lenders party hereto hereby consent to the execution by the Creditor Parties in accordance with clause 5 Borrower, the other Loan Parties, GSLP, as Administrative Agent and Swing Line Lender and Bank of America, as Successor Agent, of the Agency Successor Agent Agreement and Trust Deed; andthe effectiveness of the foregoing without the need to obtain the further consent of any Lender. The Lenders party hereto acknowledge and agree that the Successor Agent Agreement may include waivers, amendments or modifications to the Credit Agreement or one or more of the other Loan Documents deemed reasonably necessary or appropriate by the Borrower, GSLP and Bank of America to effectuate the purpose of the Successor Agent Agreement, and the Lenders party hereto consent to such amendments without the need to obtain the further consent of any Lender. (d) For the provisions avoidance of clause 5.6(b) doubt, the parties hereto acknowledge and clause 5.8 of the Agency agree that GS Bank shall remain as Issuing Bank and Trust Deed shall not apply. 3.3 Each of the Parties agrees retain all rights and acknowledges that the resignations of the Retiring Agent and the Retiring Security Trustee in accordance with the foregoing provisions of this Clause 3 are without prejudice to any accrued rights of the Retiring Agent and the Retiring Security Trustee obligations as at the Effective Time Issuing Bank under the indemnities Credit Agreement and other provisions in favour Bank of any of them contained in the Agency and Trust Deed, the Loan Agreements and the Finance Documents, including but not limited to clause 5.7 (Continued protection of resigning Servicing Bank) of the Agency and Trust Deed and clause 21 (Indemnities) of each Loan Agreement. 3.4 Neither the Retiring Agent nor the Retiring Security Trustee (i) make any representations or warranties regarding the Loan Agreements, the Finance Documents, the validity or perfection steps taken in regards to any Security Interests, or anything in relation thereto, and America shall have no liability of any kind rights or nature relating thereto; or (ii) shall have any obligation to turn over or provide copies of any correspondence or documentation which as Issuing Bank under the Retiring Agent and/or Retiring Trustee currently holds, or from time to time, may hold which relate to the Loan Agreement or any of the Finance DocumentsCredit Agreement.

Resignation and Appointment. 3.1 As and with effect from of the Third Amendment Effective TimeDate: i. the Resigning Administrative Agent (a) hereby resigns as the Retiring Administrative Agent (including as “collateral agent” under the Loan Documents) pursuant to Section 9.06 of the Credit Agreement (and this Amendment shall resign constitute notice of such resignation to the Lenders, the L/C Issuers and the Borrower as required pursuant to Section 9.06 of the Credit Agreement) and each of the Borrower and the undersigned Lenders accepts the resignation of the Resigning Administrative Agent, (b) except as otherwise provided herein, shall be discharged from all of its duties and obligations under the Credit Agreement and under the Loan Documents as Administrative Agent, and (c) except as otherwise provided herein, relinquishes its rights, powers, privileges and duties as Administrative Agent under the Agency and Trust DeedLoan Documents; ii. the undersigned Lenders, in consultation with the Borrower, hereby appoint the Successor Administrative Agent as the Administrative Agent (including as “collateral agent” under the Loan Agreements and Documents) pursuant to Section 9.06 of the other Finance DocumentsCredit Agreement, and the Successor Administrative Agent shall be appointed hereby accepts its appointment as Agent thereunder in accordance with clause 5.5 of the Agency and Trust Deed; (b) the Retiring Security Trustee shall resign as Security Trustee under the Agency and Trust Deed, the Loan Agreement and the other Finance Documents, and the Successor Security Trustee shall be appointed as Security Trustee thereunder in accordance with clause 5.5 of the Agency and Trust Deed; (c) all Trust Property held on trust by the Retiring Security Trustee for the Creditor Parties shall, as and with effect from the Effective Time, vest in, and be held on trust by the Successor Security Trustee in its capacity as trustee; (d) the Successor Administrative Agent, the Successor Security Trustee and each of the parties to the Agency and Trust Deed, the Loan Agreements and the other Finance Documents, shall have the same rights and obligations among themselves as they would have had if the Successor Agent and the Successor Security Trustee had been parties to the Agency and Trust Deed, the Loan Agreements and the other Finance Documents in place of the Retiring Agent and the Retiring Security Trustee (respectively); and (e) iii. the Retiring Agent and the Retiring Security Trustee shall each be unconditionally discharged from any obligations under the Agency and Trust Deed, the Loan Agreements and the other Finance Documents which pertain Borrower consents to the position of Agent and Security Trustee (respectively). The provisions of this Agreement are without prejudice to Section 40(1) of the Trustee Axx 0000. 3.2 Each of the Parties agrees and acknowledges that: (a) the resignation of the Retiring Agent and the appointment of the Successor AgentAdministrative Agent as the Administrative Agent (including as “collateral agent” under the Loan Documents). The parties hereto acknowledge and agree that the Successor Administrative Agent shall bear no responsibility for any actions taken or omitted to be taken by the Resigning Administrative Agent while it served as Administrative Agent under the Credit Agreement or any other Loan Document, and the resignation of the Retiring Security Trustee and the appointment of Resigning Administrative Agent shall bear no responsibility for any actions taken or omitted to be taken by the Successor Security Trustee, in accordance with the foregoing provisions of this Clause 3 shall be effective from the Effective Time notwithstanding the requirements and process set out in clause 5.4 of the Agency and Trust Deed; (b) the Successor Administrative Agent shall, with effect from the Effective Time, be duly appointed as successor Agent by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed; (c) the Successor Security Trustee shall, with effect from the Effective Time, be duly appointed as successor Security Trustee by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed; and (d) the provisions of clause 5.6(b) and clause 5.8 of the Agency and Trust Deed shall not apply. 3.3 Each of the Parties agrees and acknowledges that the resignations of the Retiring Agent and the Retiring Security Trustee in accordance with the foregoing provisions of this Clause 3 are without prejudice to any accrued rights of the Retiring Agent and the Retiring Security Trustee as at the Effective Time under the indemnities and other provisions in favour of any of them contained in the Agency and Trust Deed, the Loan Agreements and the Finance Documents, including but not limited to clause 5.7 (Continued protection of resigning Servicing Bank) of the Agency and Trust Deed and clause 21 (Indemnities) of each Loan Agreement. 3.4 Neither the Retiring Agent nor the Retiring Security Trustee (i) make any representations or warranties regarding the Loan Agreements, the Finance Documents, the validity or perfection steps taken in regards to any Security Interests, or anything in relation thereto, and shall have no liability of any kind or nature relating thereto; or (ii) shall have any obligation to turn over or provide copies of any correspondence or documentation which the Retiring Agent and/or Retiring Trustee currently holds, or from time to time, may hold which relate to the Loan Amended Credit Agreement or any of the Finance Documentsother Loan Document.

Resignation and Appointment. 3.1 As and with effect from the Effective Time: (a) Pursuant to subsection 10.7 of the Retiring Credit Agreement, TD Texas hereby resigns as Prior Agent shall resign and Commerzbank is hereby appointed Agent by the Required Lenders and Commerzbank hereby accepts such appointment. The Agent hereby succeeds to and becomes vested with all the rights, powers, privileges and duties of the Prior Agent (including, without limitation, in the Prior Agent's capacity as Mortgagee, as defined in the Mortgage), and, except for the matters provided for in the last sentence of subsections 1(b) and Section 4 hereof, the Prior Agent is hereby discharged and released from its duties and obligations under the Agency and Trust Deed, the Loan Agreements Credit Agreement and the other Finance Documents, and the Successor Agent shall be appointed Collateral Security Documents as Agent thereunder in accordance with clause 5.5 of the Agency and Trust Deed;date of this Agreement. The provisions of Section 10 of the Credit Agreement shall continue in effect for the benefit of TD Texas in respect of any actions taken or omitted to be taken by it while it was acting as Agent. (b) Pursuant to subsection 10.7 of the Retiring Security Trustee shall resign Credit Agreement, TD Texas hereby resigns as Security Trustee Prior Tranche A Co-Agent and Commerzbank is hereby appointed Tranche A Co-Agent by the Required Lenders and Commerzbank hereby accepts such appointment. The Tranche A Co-Agent hereby succeeds to and becomes vested with all the rights, powers, privileges and duties of the Prior Tranche A Co-Agent, and, except for the matters provided for in the last sentence of subsection 1(e) and Section 4 hereof, the Prior Tranche A Co-Agent is hereby discharged and released from its duties and obligations under the Agency and Trust Deed, the Loan Credit Agreement and the other Finance Documents, and the Successor Collateral Security Trustee shall be appointed Documents as Security Trustee thereunder in accordance with clause 5.5 of the Agency and Trust Deed; (c) all Trust Property held on trust by the Retiring Security Trustee for the Creditor Parties shall, as and with effect from the Effective Time, vest in, and be held on trust by the Successor Security Trustee in its capacity as trustee; (d) the Successor Agent, the Successor Security Trustee and each date of the parties to the Agency and Trust Deed, the Loan Agreements and the other Finance Documents, shall have the same rights and obligations among themselves as they would have had if the Successor Agent and the Successor Security Trustee had been parties to the Agency and Trust Deed, the Loan Agreements and the other Finance Documents in place of the Retiring Agent and the Retiring Security Trustee (respectively); and (e) the Retiring Agent and the Retiring Security Trustee shall each be unconditionally discharged from any obligations under the Agency and Trust Deed, the Loan Agreements and the other Finance Documents which pertain to the position of Agent and Security Trustee (respectively)this Agreement. The provisions of this Agreement are without prejudice to Section 40(1) 10 of the Trustee Axx 0000. 3.2 Each Credit Agreement shall continue in effect for the benefit of the Parties agrees and acknowledges that: (a) the resignation of the Retiring Agent and the appointment of the Successor Agent, and the resignation of the Retiring Security Trustee and the appointment of the Successor Security Trustee, TD Texas in accordance with the foregoing provisions of this Clause 3 shall be effective from the Effective Time notwithstanding the requirements and process set out in clause 5.4 of the Agency and Trust Deed; (b) the Successor Agent shall, with effect from the Effective Time, be duly appointed as successor Agent by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed; (c) the Successor Security Trustee shall, with effect from the Effective Time, be duly appointed as successor Security Trustee by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed; and (d) the provisions of clause 5.6(b) and clause 5.8 of the Agency and Trust Deed shall not apply. 3.3 Each of the Parties agrees and acknowledges that the resignations of the Retiring Agent and the Retiring Security Trustee in accordance with the foregoing provisions of this Clause 3 are without prejudice to any accrued rights of the Retiring Agent and the Retiring Security Trustee as at the Effective Time under the indemnities and other provisions in favour respect of any of them contained in the Agency and Trust Deed, the Loan Agreements and the Finance Documents, including but not limited actions taken or omitted to clause 5.7 (Continued protection of resigning Servicing Bank) of the Agency and Trust Deed and clause 21 (Indemnities) of each Loan Agreementbe taken by it while it was acting as Tranche A Co-Agent. 3.4 Neither the Retiring Agent nor the Retiring Security Trustee (i) make any representations or warranties regarding the Loan Agreements, the Finance Documents, the validity or perfection steps taken in regards to any Security Interests, or anything in relation thereto, and shall have no liability of any kind or nature relating thereto; or (ii) shall have any obligation to turn over or provide copies of any correspondence or documentation which the Retiring Agent and/or Retiring Trustee currently holds, or from time to time, may hold which relate to the Loan Agreement or any of the Finance Documents.

Resignation and Appointment. 3.1 As and with effect from the Effective Time: (a) Each of the Retiring Agent shall resign parties hereto agree that, notwithstanding the requirements of Section 9.9 of the Credit Agreement, effective as of the Effective Date, but subject to the satisfaction of the conditions precedent set forth in Section 3 below, (a) Xxxxx Fargo has resigned as Administrative Agent under the Agency and Trust Deed, the Loan Agreements Credit Agreement and the other Finance Loan Documents, and (b) U.S. Bank is hereby appointed (and U.S. Bank accepts such appointment) as Administrative Agent under the Successor Credit Agreement and the other Loan Documents. Xxxxx Fargo is discharged from its duties and obligations under the Credit Agreement and under the other Loan Documents as Administrative Agent; provided that, notwithstanding the effectiveness of such resignation, the provisions of Section 9 of the Credit Agreement and similar provisions in the other Loan Documents shall continue in effect for the benefit of Xxxxx Fargo in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent under the Loan Documents. The Administrative Agent shall bear no responsibility for any actions taken or omitted to be appointed taken by the Prior Administrative Agent while it served as Administrative Agent thereunder in accordance with clause 5.5 of under the Agency Credit Agreement and Trust Deed;the other Loan Documents. (b) Without limiting the Retiring Security Trustee shall resign as Security Trustee under provisions of clause (a) immediately above or any indemnification provisions set forth in the Agency and Trust Deed, the Loan Credit Agreement and the other Finance Loan Documents, and the Successor Security Trustee shall be appointed as Security Trustee thereunder in accordance with clause 5.5 each of the Agency Lenders and Trust Deed;each of the Borrowers agrees that U.S. Bank, in its capacity as Administrative Agent (and not in its capacity as Lender under the Credit Agreement), shall bear no responsibility or liability for any event, circumstance or condition existing on or prior to the Effective Date, including, without limitation, with respect to the Loan Documents or the transactions contemplated thereby (the “Indemnified Events”). Furthermore, the Company hereby agrees to indemnify and hold harmless U.S. Bank and each of its officers, directors, employees, agents, advisors and other representatives (each an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred, promptly after demand therefor accompanied by a reasonably detailed description of the amount demanded for) any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including, without limitation, the reasonable fees, disbursements and other charges of one counsel for all Indemnified Parties and, if necessary, applicable local counsel, unless a conflict of interest exists between or among Indemnified Parties) that may at any time be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) any Indemnified Events except to the extent that they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of any Indemnified Party. The agreements contained in this clause (b) shall survive the payment of the Obligations and termination of the Loan Documents. (c) Each of the Borrowers, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee (as hereinafter defined) from any and all Trust Property held on trust by claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever (collectively, the Retiring Security Trustee for the Creditor Parties shall“Claims”), as that such Releasor now has or hereafter may have, of whatsoever nature and with effect from the Effective Timekind, vest inwhether known or unknown, and be held on trust by the Successor Security Trustee whether now existing or hereafter arising, whether arising at law or in equity, against Xxxxx Fargo, in its capacity as trustee; (d) the Successor resigning Administrative Agent, the Successor Security Trustee and each of the parties to the Agency and Trust DeedAgent-Related Persons with respect thereto (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the Effective Date, in each case that relate to, arise out of or otherwise are in connection with this Amendment, any or all of the Loan Agreements and Documents or transactions contemplated hereby or thereby, or any actions or omissions in connection herewith or therewith. For the other Finance Documents, shall have the same rights and obligations among themselves as they would have had if the Successor Agent and the Successor Security Trustee had been parties to the Agency and Trust Deedavoidance of doubt, the Loan Agreements and the other Finance Documents in place of the Retiring Agent and the Retiring Security Trustee (respectively); and (e) the Retiring Agent and the Retiring Security Trustee shall each be unconditionally discharged from any obligations under the Agency and Trust Deed, the Loan Agreements and the other Finance Documents which pertain to the position of Agent and Security Trustee (respectively). The provisions of this Agreement are without prejudice to Section 40(1) of the Trustee Axx 0000. 3.2 Each of the Parties agrees and acknowledges that: (a) the resignation of the Retiring Agent and the appointment of the Successor Agent, and the resignation of the Retiring Security Trustee and the appointment of the Successor Security Trustee, in accordance with the foregoing provisions of this Clause 3 shall be effective from the Effective Time notwithstanding the requirements and process set out in clause 5.4 of the Agency and Trust Deed; (b) the Successor Agent shall, with effect from the Effective Time, be duly appointed as successor Agent by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed; (c) the Successor Security Trustee shall, with effect from the Effective Time, be duly appointed as successor Security Trustee by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed; and (d) the provisions of clause 5.6(b) and clause 5.8 of the Agency and Trust Deed shall not apply. 3.3 Each of the Parties agrees and acknowledges that the resignations of the Retiring Agent and the Retiring Security Trustee in accordance with the foregoing provisions of this Clause 3 are without prejudice apply to any accrued rights of the Retiring Agent and the Retiring Security Trustee as at the Effective Time under the indemnities and other provisions in favour of any of them Xxxxx Fargo’s agreements expressly contained in the Agency and Trust Deed, the Loan Agreements and the Finance Documents, including but not limited to clause 5.7 (Continued protection of resigning Servicing Bank) of the Agency and Trust Deed and clause 21 (Indemnities) of each Loan Agreementthis Amendment. 3.4 Neither the Retiring Agent nor the Retiring Security Trustee (i) make any representations or warranties regarding the Loan Agreements, the Finance Documents, the validity or perfection steps taken in regards to any Security Interests, or anything in relation thereto, and shall have no liability of any kind or nature relating thereto; or (ii) shall have any obligation to turn over or provide copies of any correspondence or documentation which the Retiring Agent and/or Retiring Trustee currently holds, or from time to time, may hold which relate to the Loan Agreement or any of the Finance Documents.

Resignation and Appointment. 3.1 As and 1. In accordance with effect from Article VIII of the Credit Agreement, as of the Fourth Amendment Effective Time: (a) Date, the Retiring Existing Agent shall resign hereby resigns as Administrative Agent under the Agency Credit Agreement but will maintain perfection of all Liens in Collateral and Trust Deed, perform services as Administrative Agent under the Loan Agreements and Credit Agreement until the other Finance Documents, and the Successor Agent shall be appointed as Agent thereunder in accordance with clause 5.5 Required Lenders appoint a successor Administrative Agent. 2. As of the Agency and Trust Deed; Fourth Amendment Effective Date, each of the parties hereto agrees as follows: (bi) the Retiring Security Trustee shall resign Required Lenders appoint GE Capital as Security Trustee successor Administrative Agent for all purposes whatsoever under the Agency and Trust Deed, the Loan Credit Agreement and the other Finance Loan Documents, and the Successor Security Trustee shall be appointed as Security Trustee thereunder in accordance with clause 5.5 of the Agency and Trust Deed; ; (c) all Trust Property held on trust by the Retiring Security Trustee for the Creditor Parties shall, as and with effect from the Effective Time, vest in, and be held on trust by the Successor Security Trustee in its capacity as trustee; (dii) the Successor Agent, the Successor Security Trustee and each of the parties Borrower hereby consents to the Agency and Trust Deed, the Loan Agreements and the other Finance Documents, shall have the same rights and obligations among themselves as they would have had if the Successor Agent and the Successor Security Trustee had been parties to the Agency and Trust Deed, the Loan Agreements and the other Finance Documents in place of the Retiring Agent and the Retiring Security Trustee (respectively); and (e) the Retiring Agent and the Retiring Security Trustee shall each be unconditionally discharged from any obligations under the Agency and Trust Deed, the Loan Agreements and the other Finance Documents which pertain to the position of Agent and Security Trustee (respectively). The provisions of this Agreement are without prejudice to Section 40(1) of the Trustee Axx 0000. 3.2 Each of the Parties agrees and acknowledges that: (a) the resignation of the Retiring Agent and the appointment of the Successor Agent, and the resignation of the Retiring Security Trustee and the ; (iii) GE Capital hereby accepts its appointment of the as Successor Security Trustee, in accordance with the foregoing provisions of this Clause 3 shall be effective from the Effective Time notwithstanding the requirements and process set out in clause 5.4 of the Agency and Trust Deed; Agent; (biv) the Successor Agent shall, with effect from the Effective Time, shall bear no responsibility for any actions taken or omitted to be duly appointed as successor Agent taken by the Creditor Parties Existing Agent while it served as Administrative Agent under the Credit Agreement and the other Loan Documents; (v) the Existing Agent shall bear no responsibility for any actions taken or omitted to be taken by the Successor Agent while the Successor Agent serves as Administrative Agent under the Credit Agreement and the other Loan Documents; and (vi) Borrower authorizes the Successor Agent to file any Uniform Commercial Code assignments or amendments with respect to the Uniform Commercial Code financing statements and other filings in accordance with clause 5 respect of the Agency and Trust Deed; (c) Collateral as the Successor Security Trustee shall, with effect from Agent deems necessary or reasonably desirable to evidence the Effective Time, be duly appointed Successor Agent’s succession as successor Security Trustee Administrative Agent under the Credit Agreement and the other Loan Documents and each party hereto agrees to execute any documentation reasonably requested by the Creditor Parties in accordance with clause 5 Successor Agent to evidence such succession, at the sole cost and expense of the Agency Borrower. 3. The parties hereto hereby confirm that upon the Fourth Amendment Effective Date, the Successor Agent shall become vested with all of the rights, powers, privileges and Trust Deed; andduties of the Administrative Agent under each of the Loan Documents, and the Existing Agent is discharged from all of its duties and obligations as the Administrative Agent under the Credit Agreement or under the other Loan Documents. (d) 4. The parties hereto hereby confirm that all of the provisions of clause 5.6(bthe Credit Agreement, including, without limitation, Article VIII (The Administrative Agent) and clause 5.8 Section 9.03 (Expenses; Indemnity; Damage Waiver) to the extent they pertain to the Existing Agent, continue in effect to the extent provided in such provisions for the benefit of the Agency Existing Agent, its sub-agents and Trust Deed shall not apply. 3.3 Each their respective Related Parties in respect of the Parties agrees and acknowledges that the resignations of the Retiring Agent and the Retiring Security Trustee in accordance with the foregoing provisions of this Clause 3 are without prejudice any actions taken or omitted to any accrued rights of the Retiring Agent and the Retiring Security Trustee as at the Effective Time under the indemnities and other provisions in favour of be taken by any of them contained while the Existing Agent was acting as Administrative Agent and inure to the benefit of the Existing Agent. 5. The Existing Agent hereby assigns to the Successor Agent each of the liens and security interests granted or assigned to the Existing Agent under the Loan Documents and the Successor Agent hereby assumes all such liens for its benefit and for the benefit of itself and the other Secured Parties (such term used herein as defined in the Agency and Trust DeedCollateral Agreement). 6. Notwithstanding anything herein to the contrary, each Loan Party agrees that all of the Liens granted by any Loan Party under the Loan Agreements and the Finance Documents, including but not limited shall in all respects be continuing and in effect and are hereby ratified and reaffirmed by each Loan Party and shall be deemed to clause 5.7 (Continued protection of resigning Servicing Bank) be granted to the Successor Agent for the benefit of the Agency and Trust Deed and clause 21 (Indemnities) Secured Parties. Without limiting the generality of each Loan Agreement. 3.4 Neither the Retiring Agent nor the Retiring Security Trustee (i) make foregoing, any representations or warranties regarding the Loan Agreements, the Finance Documents, the validity or perfection steps taken in regards to any Security Interests, or anything in relation thereto, and shall have no liability of any kind or nature relating thereto; or (ii) shall have any obligation to turn over or provide copies of any correspondence or documentation which the Retiring Agent and/or Retiring Trustee currently holds, or from time to time, may hold which relate reference to the Loan Agreement or Existing Agent on any publicly filed document, to the extent such filing relates to the liens and security interests in the Collateral assigned hereby and until such filing is modified to reflect the interests of the Finance DocumentsSuccessor Agent, shall be deemed to refer to the Successor Agent.

Resignation and Appointment. 3.1 As and with effect from the Effective Time: (a) The Resigning Collateral Agent and the Retiring Agent shall resign Resigning Collateral Custodian hereby gives notice of its resignation as, and irrevocably resigns as, Collateral Agent, Collateral Custodian and Securities Intermediary any other similar role as Agent provided under the Agency Transaction Documents and Trust Deed, shall have no further obligations in any such capacity or capacities under the Loan Agreements Agreement and the other Finance Transaction Documents, and the Successor Agent shall be appointed as Agent thereunder in accordance with clause 5.5 of the Agency and Trust Deed;. (b) Each of the Retiring Security Trustee parties hereto accepts such resignation, and each of them hereby waives any condition precedent to the effectiveness of such resignation (other than the appointment of a successor, which appointment shall resign be effective concurrently with the execution hereof) whether consisting of prior written notice, or otherwise and such parties hereby irrevocably appoint Deutsche Bank National Trust Company as Security Trustee successor Collateral Agent and successor Collateral Custodian under the Agency and Trust Deed, the Loan Agreement and the other Finance applicable Transaction Documents. (c) Deutsche Bank National Trust Company hereby irrevocably accepts its appointment as successor Collateral Agent and successor Collateral Custodian under the Loan Agreement and the other applicable Transaction Documents. (d) Each of the parties hereto hereby agrees that as of the date hereof and without any further action (all other requirements and conditions precedent (other than the appointment of a successor) being hereby waived), (a) Deutsche Bank National Trust Company shall become (x) the “Collateral Agent” and the “Collateral Custodian” under the Loan Agreement and the other applicable Transaction Documents and (y) the Collateral Custodian as the Securities Intermediary under the Account Control Agreement; and (b) the Resigning Collateral Agent and the Resigning Collateral Custodian shall be discharged from all of its duties and obligations under the Loan Agreement and the other applicable Transaction Documents concurrently with the appointment of Deutsche Bank National Trust Company pursuant to the foregoing clause (a) upon the execution hereof. (e) Effective as of the date hereof, the Resigning Collateral Agent hereby irrevocably grants, assigns, transfers and conveys (on a non-recourse basis and without making any representation and warranty related thereto) to the Collateral Agent, for the ratable benefit of the Secured Parties under the Transaction Documents, and the Successor Security Trustee shall be appointed as Security Trustee thereunder in accordance with clause 5.5 Collateral Agent hereby accepts and assumes such grant, assignment, transfer and conveyance from the Resigning Collateral Agent, all powers of attorney, security interests, mortgages, liens, Collateral and other rights, titles, indemnities, interests, privileges, claims, demands, equities and charges of the Agency Resigning Collateral Agent as the mortgagee, secured party or beneficiary, whether now or hereafter existing under or pursuant to the Loan Agreement, any other Transaction Document or any other liens of record in favor of the Resigning Collateral Agent in any of its capacities under the Loan Agreement and Trust Deed; (c) the other Transaction Documents and all Trust Property held on trust by other rights, benefits, remedies and privileges of the Retiring Security Trustee for the Creditor Parties shallResigning Collateral Agent, as and with effect from the Effective Time, vest in, and be held on trust by the Successor Security Trustee in its capacity as trustee; (d) the Successor Agentholder, the Successor Security Trustee and each mortgagee, secured party, pledgee or beneficiary of the parties to the Agency and Trust Deed, the Loan Agreements security and the other Finance Documents, shall have the same rights and obligations among themselves as they would have had if the Successor Agent and the Successor Security Trustee had been parties to the Agency and Trust Deed, the Loan Agreements and the other Finance Documents in place of the Retiring Agent and the Retiring Security Trustee (respectively); and (e) the Retiring Agent and the Retiring Security Trustee shall each be unconditionally discharged from any obligations Collateral under the Agency and Trust Deed, the Loan Agreements and the other Finance Documents which pertain to the position of Agent and Security Trustee (respectively). The provisions of this Agreement are without prejudice to Section 40(1) of the Trustee Axx 0000. 3.2 Each of the Parties agrees and acknowledges that: (a) the resignation of the Retiring Agent and the appointment of the Successor Agent, and the resignation of the Retiring Security Trustee and the appointment of the Successor Security Trustee, in accordance with the foregoing provisions of this Clause 3 shall be effective from the Effective Time notwithstanding the requirements and process set out in clause 5.4 of the Agency and Trust Deed; (b) the Successor Agent shall, with effect from the Effective Time, be duly appointed as successor Agent by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed; (c) the Successor Security Trustee shall, with effect from the Effective Time, be duly appointed as successor Security Trustee by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed; and (d) the provisions of clause 5.6(b) and clause 5.8 of the Agency and Trust Deed shall not apply. 3.3 Each of the Parties agrees and acknowledges that the resignations of the Retiring Agent and the Retiring Security Trustee in accordance with the foregoing provisions of this Clause 3 are without prejudice to any accrued rights of the Retiring Agent and the Retiring Security Trustee as at the Effective Time under the indemnities and other provisions in favour of any of them contained in the Agency and Trust Deed, the Loan Agreements and the Finance Documents, including but not limited to clause 5.7 (Continued protection of resigning Servicing Bank) of the Agency and Trust Deed and clause 21 (Indemnities) of each Loan Agreement. 3.4 Neither the Retiring Agent nor the Retiring Security Trustee (i) make any representations or warranties regarding the Loan Agreements, the Finance Documents, the validity or perfection steps taken in regards to any Security Interests, or anything in relation thereto, and shall have no liability of any kind or nature relating thereto; or (ii) shall have any obligation to turn over or provide copies of any correspondence or documentation which the Retiring Agent and/or Retiring Trustee currently holds, or from time to time, may hold which relate pursuant to the Loan Agreement or any and the other Transaction Documents (collectively, the “Assigned Security Interests”), to have and to hold the Assigned Security Interests and the Collateral unto the Collateral Agent, for its and the other Secured Parties’ benefit and for the benefit of the Finance Documentstheir successors and assigns, forever.

Resignation and Appointment. 3.1 As By signing this Agreement, effective as of September 28, 1998 (the "Effective Date"), you hereby agree to resign without further action by the parties hereto from your position as Co-Chairman of the Board and with effect a member of the Executive Committee and from each other position in which you serve as an officer or employee of the Company. In this regard, you will vacate any offices that you may have in any Company building or buildings, including, but not limited to, your office in Seattle, Washington. You will have a reasonable opportunity on and following the Effective Time: Date to remove and take with you from your offices at the Company your personal property, equipment, records and files (in whatever form), effects and belongings, and copies of any other documents, records, and files that you and the Company mutually agree are appropriate for you to have. Representatives of the Company will be made available to you to assist you with this process. Both you and the Company will use your respective best efforts to effect this vacation of the offices promptly and in a seemly and proper manner. All equipment located in a home of yours and provided pursuant to Section 3(f) of the Employment Agreement will be yours without charge. Upon the Effective Date you will remain a member of the Board and become its Vice Chairman. You hereby acknowledge that the Vice Chairmanship is a non-executive, non-employee position with the Company. In accordance with Section 2.01 of the Stockholders' Agreement among the Company's stockholders, dated as of February 9, 1998, so long as any combination of you, PDI, L.L.C. and Wade Xxxxxxxx xxxeficially own not less than the greater of (a) 3,000,000 shares of the Retiring Agent shall resign as Agent under Company's $.01 par value common stock (the Agency "Common Stock"), subject to equitable adjustments in the event of stock splits, stock dividends and Trust Deed, the Loan Agreements and the other Finance Documentssimilar events, and the Successor Agent shall be appointed as Agent thereunder in accordance with clause 5.5 of the Agency and Trust Deed; (b) such number of shares of Common Stock as is equal to 2% of the Retiring Security Trustee shall resign as Security Trustee under the Agency and Trust Deedthen outstanding shares of Common Stock, the Loan Agreement and the other Finance DocumentsCompany will be obligated, unless you advise it otherwise, to nominate you for reelection, and the Successor Security Trustee shall to use all reasonable efforts to cause you to be appointed as Security Trustee thereunder in accordance with clause 5.5 of the Agency and Trust Deed; (c) all Trust Property held on trust by the Retiring Security Trustee for the Creditor Parties shall, as and with effect from the Effective Time, vest in, and be held on trust by the Successor Security Trustee in elected to its capacity as trustee; (d) the Successor Agent, the Successor Security Trustee and each of the parties to the Agency and Trust Deed, the Loan Agreements and the other Finance Documents, shall have the same rights and obligations among themselves as they would have had if the Successor Agent and the Successor Security Trustee had been parties to the Agency and Trust Deed, the Loan Agreements and the other Finance Documents in place of the Retiring Agent and the Retiring Security Trustee (respectively); and (e) the Retiring Agent and the Retiring Security Trustee shall each be unconditionally discharged from any obligations under the Agency and Trust Deed, the Loan Agreements and the other Finance Documents which pertain to the position of Agent and Security Trustee (respectively). The provisions of this Agreement are without prejudice to Section 40(1) of the Trustee Axx 0000Board. 3.2 Each of the Parties agrees and acknowledges that: (a) the resignation of the Retiring Agent and the appointment of the Successor Agent, and the resignation of the Retiring Security Trustee and the appointment of the Successor Security Trustee, in accordance with the foregoing provisions of this Clause 3 shall be effective from the Effective Time notwithstanding the requirements and process set out in clause 5.4 of the Agency and Trust Deed; (b) the Successor Agent shall, with effect from the Effective Time, be duly appointed as successor Agent by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed; (c) the Successor Security Trustee shall, with effect from the Effective Time, be duly appointed as successor Security Trustee by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed; and (d) the provisions of clause 5.6(b) and clause 5.8 of the Agency and Trust Deed shall not apply. 3.3 Each of the Parties agrees and acknowledges that the resignations of the Retiring Agent and the Retiring Security Trustee in accordance with the foregoing provisions of this Clause 3 are without prejudice to any accrued rights of the Retiring Agent and the Retiring Security Trustee as at the Effective Time under the indemnities and other provisions in favour of any of them contained in the Agency and Trust Deed, the Loan Agreements and the Finance Documents, including but not limited to clause 5.7 (Continued protection of resigning Servicing Bank) of the Agency and Trust Deed and clause 21 (Indemnities) of each Loan Agreement. 3.4 Neither the Retiring Agent nor the Retiring Security Trustee (i) make any representations or warranties regarding the Loan Agreements, the Finance Documents, the validity or perfection steps taken in regards to any Security Interests, or anything in relation thereto, and shall have no liability of any kind or nature relating thereto; or (ii) shall have any obligation to turn over or provide copies of any correspondence or documentation which the Retiring Agent and/or Retiring Trustee currently holds, or from time to time, may hold which relate to the Loan Agreement or any of the Finance Documents.

Resignation and Appointment. 3.1 As and with effect from the Effective Time: (a) the Retiring Agent shall resign as Agent under the Agency and Trust Deed, the Loan Agreements and the other Finance Documents, and the Successor Agent shall be appointed as Agent thereunder in accordance with clause 5.5 of the Agency and Trust Deed; (b) the Retiring Security Trustee shall resign as Security Trustee under the Agency and Trust Deed, the Loan Agreement and the other Finance Documents, and the Successor Security Trustee shall be appointed as Security Trustee thereunder in accordance with clause 5.5 of the Agency and Trust Deed; (c) all Trust Property held on trust by the Retiring Security Trustee for the Creditor Parties shall, as and with effect from the Effective Time, vest in, and be held on trust by the Successor Security Trustee in its capacity as trustee; (d) the Successor Agent, the Successor Security Trustee and each of the parties to the Agency and Trust Deed, the Loan Agreements and the other Finance Documents, shall have the same rights and obligations among themselves as they would have had if the Successor Agent and the Successor Security Trustee had been parties to the Agency and Trust Deed, the Loan Agreements and the other Finance Documents in place of the Retiring Agent and the Retiring Security Trustee (respectively); and (e) the Retiring Agent and the Retiring Security Trustee shall each be unconditionally discharged from any obligations under the Agency and Trust Deed, the Loan Agreements and the other Finance Documents which pertain to the position of Agent and Security Trustee (respectively). The provisions of this Agreement are without prejudice to Section 40(1) of the Trustee Axx Xxx 0000. 3.2 Each of the Parties agrees and acknowledges that: (a) the resignation of the Retiring Agent and the appointment of the Successor Agent, and the resignation of the Retiring Security Trustee and the appointment of the Successor Security Trustee, in accordance with the foregoing provisions of this Clause 3 shall be effective from the Effective Time notwithstanding the requirements and process set out in clause 5.4 of the Agency and Trust Deed; (b) the Successor Agent shall, with effect from the Effective Time, be duly appointed as successor Agent by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed; (c) the Successor Security Trustee shall, with effect from the Effective Time, be duly appointed as successor Security Trustee by the Creditor Parties in accordance with clause 5 of the Agency and Trust Deed; and (d) the provisions of clause 5.6(b) and clause 5.8 of the Agency and Trust Deed shall not apply. 3.3 Each of the Parties agrees and acknowledges that the resignations of the Retiring Agent and the Retiring Security Trustee in accordance with the foregoing provisions of this Clause 3 are without prejudice to any accrued rights of the Retiring Agent and the Retiring Security Trustee as at the Effective Time under the indemnities and other provisions in favour of any of them contained in the Agency and Trust Deed, the Loan Agreements and the Finance Documents, including but not limited to clause 5.7 (Continued protection of resigning Servicing Bank) of the Agency and Trust Deed and clause 21 (Indemnities) of each Loan Agreement. 3.4 Neither the Retiring Agent nor the Retiring Security Trustee (i) make any representations or warranties regarding the Loan Agreements, the Finance Documents, the validity or perfection steps taken in regards to any Security Interests, or anything in relation thereto, and shall have no liability of any kind or nature relating thereto; or (ii) shall have any obligation to turn over or provide copies of any correspondence or documentation which the Retiring Agent and/or Retiring Trustee currently holds, or from time to time, may hold which relate to the Loan Agreement or any of the Finance Documents.