Common use of Resignation and Removal of Agent Clause in Contracts

Resignation and Removal of Agent. (a) The Agent may resign on 90 days’ prior written notice (or such shorter period as may be agreed to by the Majority Holders and the Agent) to the Securityholders’ and may be removed for or without cause at any time by the Majority Holders. In the event of any resignation or removal, the Majority Holders shall have the right to appoint a successor Agent, but, if the Majority Holders have not appointed a successor Agent within 60 days after the retiring Agent’s giving of notice of resignation or its removal, the retiring Agent shall, at the expense of the Securityholders (on a Pro Rata Basis), on behalf of the Securityholders either appoint a successor Agent or apply to the appropriate court to make such appointment. Upon the acceptance of any appointment as an Agent hereunder by a successor, to be evidenced by the successor Agent’s execution and delivery to the other parties hereto of a counterpart of this Agreement and a Joinder Agreement, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Agent, and the retiring Agent shall be discharged from any further duties and obligations as Agent, as appropriate, under this Agreement. The obligations of the Majority Holders pursuant to this Agreement shall survive any such removal or resignation in favor of the retiring Agent in respect of any matter arising during its tenure as Agent. (b) Upon the request of any successor Agent, and at the expense of the Optionor, the Securityholders, the Optionor, the Optionee and the predecessor Agent shall promptly execute and deliver such instruments, conveyances, and assurances reflecting terms consistent with the terms of this Agreement for the purpose of more fully and certainly vesting and confirming in such successor Agent all rights, powers, duties, and obligations of the predecessor Agent hereunder, and the predecessor Agent shall also promptly assign and deliver to the successor Agent monies for the benefit of the Securityholders that may then be in its possession.

Resignation and Removal of Agent. (a) The Agent may resign on 90 days’ prior written notice (or such shorter period as may be agreed to by the Majority Holders and the Agent) to the Securityholders’ and may be removed for or without cause at any time by give notice of its resignation to the Majority HoldersLenders and the Borrower. In the event Upon receipt of any resignation or removalsuch notice of resignation, the Majority Holders Required Lenders shall have the right right, in consultation with and upon the approval of the Borrower (such approval not to be unreasonably withheld or delayed) (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall be a Lender as of the Closing Date or a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York, or any other financial institution with an office in New York, New York that is engaged in the making of commercial loans and the provision of agency services in syndicated commercial loan transactions. If no such successor Agent, but, if shall have been so appointed by the Majority Holders Required Lenders and shall have not appointed a successor Agent accepted such appointment within 60 thirty (30) days after the retiring Agent’s giving of Agent gives notice of its resignation (or its removalsuch earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent shall, at the expense of the Securityholders may (on a Pro Rata Basisbut shall not be obligated to), on behalf of the Securityholders either Lenders, appoint a successor Agent or apply meeting the qualifications set forth above, provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. If the Person serving as Agent is a Defaulting Lender pursuant to clause (e) of the definition thereof, the Required Lenders may, to the appropriate court extent permitted by Applicable Law, by notice in writing to make the Borrower and such appointmentPerson 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 thirty (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. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any Collateral held by the Agent on behalf of the Lenders under any of the Credit Documents, the retiring or removed Agent shall continue to hold such Collateral until such time as a successor Agent is appointed) and (2), except for any indemnity payments owed to the retiring (or retired) or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as an Agent hereunder by a successor, to be evidenced by the successor Agent’s execution and delivery to the other parties hereto of a counterpart of this Agreement and a Joinder Agreementhereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges, privileges and duties and obligations of the retiring (or retired) or removed Agent (other than any rights to indemnity payments owed to the retiring (or retired) or removed Agent), and the retiring or removed Agent shall be discharged from any further all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Agent’s resignation or removal, as applicable, hereunder and under the other Credit Documents, the provisions of this Article and Sections 12.6 and 13.8 shall continue in effect for the benefit of such retiring or removed Agent, as appropriateits sub-agents and their respective Affiliates and the partners, under this Agreement. The obligations directors, officers, employees, agents and advisors of the Majority Holders pursuant to this Agreement shall survive any such removal or resignation in favor Person and of the retiring Agent such Person’s Affiliates in respect of any matter arising during its tenure actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as AgentAgent or continuing to hold Collateral in accordance with this Section. (b) Upon the request of any successor Agent, and at the expense of the Optionor, the Securityholders, the Optionor, the Optionee and the predecessor Agent shall promptly execute and deliver such instruments, conveyances, and assurances reflecting terms consistent with the terms of this Agreement for the purpose of more fully and certainly vesting and confirming in such successor Agent all rights, powers, duties, and obligations of the predecessor Agent hereunder, and the predecessor Agent shall also promptly assign and deliver to the successor Agent monies for the benefit of the Securityholders that may then be in its possession.

Resignation and Removal of Agent. (a) The Agent may resign on 90 days’ prior written notice (or such shorter period as may be agreed to by the Majority Holders and the Agent) to the SecurityholdersSafeCoat Shareholders’ and may be removed for or without cause at any time by the Majority Holders. In the event of any resignation or removal, the Majority Holders shall have the right to appoint a successor Agent, but, if the Majority Holders have not appointed a successor Agent within 60 days after the retiring Agent’s giving of notice of resignation or its removal, the retiring Agent shall, at the expense of the Securityholders SafeCoat Shareholders (on a Pro Rata Basispro rata basis), on behalf of the Securityholders SafeCoat Shareholders either appoint a successor Agent or apply to the appropriate court to make such appointment. Upon the acceptance of any appointment as an Agent hereunder by a successor, to be evidenced by the successor Agent’s execution and delivery to the other parties hereto of a counterpart of this Agreement and a Joinder Agreement, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Agent, and the retiring Agent shall be discharged from any further duties and obligations as Agent, as appropriate, under this Agreement. The obligations of the Majority Holders pursuant to this Agreement shall survive any such removal or resignation in favor of the retiring Agent in respect of any matter arising during its tenure as Agent. (b) Upon the request of any successor Agent, and at the expense of the OptionorSafeCoat, the SecurityholdersSafeCoat Shareholders, the OptionorSafeCoat, the Optionee ASEP and the predecessor Agent shall promptly execute and deliver such instruments, conveyances, and assurances reflecting terms consistent with the terms of this Agreement for the purpose of more fully and certainly vesting and confirming in such successor Agent all rights, powers, duties, and obligations of the predecessor Agent hereunder, and the predecessor Agent shall also promptly assign and deliver to the successor Agent monies for the benefit of the Securityholders SafeCoat Shareholders that may then be in its possession.

Resignation and Removal of Agent. (a) The Agent may resign on 90 days’ prior written notice (or such shorter period as may be agreed to by the Majority Holders Holders, the Creditor and the Agent) to the Securityholders’ and may be removed for or without cause at any time by the Majority HoldersHolders and the Creditor. In the event of any resignation or removal, the Majority Holders and the Creditor shall have the right to appoint a successor Agent, but, if the Majority Holders and the Creditor have not appointed a successor Agent within 60 days after the retiring Agent’s giving of notice of resignation or its removal, the retiring Agent shall, at the expense of the Securityholders (on a Pro Rata Basis), on behalf of the Securityholders either appoint a successor Agent or apply to the appropriate court to make such appointment. Upon the acceptance of any appointment as an Agent hereunder by a successor, to be evidenced by the successor Agent’s execution and delivery to the other parties hereto of a counterpart of this Agreement and a Joinder Agreement, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Agent, and the retiring Agent shall be discharged from any further duties and obligations as Agent, as appropriate, under this Agreement. The obligations of the Majority Holders and the Creditor pursuant to this Agreement shall survive any such removal or resignation in favor of the retiring Agent in respect of any matter arising during its tenure as Agent. (b) Upon the request of any successor Agent, and at the expense of the Optionor, the Securityholders, the Optionor, the Optionee and the predecessor Agent shall promptly execute and deliver such instruments, conveyances, and assurances reflecting terms consistent with the terms of this Agreement for the purpose of more fully and certainly vesting and confirming in such successor Agent all rights, powers, duties, and obligations of the predecessor Agent hereunder, and the predecessor Agent shall also promptly assign and deliver to the successor Agent monies for the benefit of the Securityholders that may then be in its possession.

Resignation and Removal of Agent. (a) 19.9.1 The Agent may resign on 90 or transfer to a related company within the same group its appointment under this Agreement at any time without assigning any reason therefor by giving not less than 30 days’ ' prior written notice to that effect to each of the other Parties, and the Majority Banks may remove the Agent from its appointment under this Agreement without assigning any reason therefor by giving not less than 30 days' prior notice to that effect to the Agent and each of the other Parties, provided that no such resignation, transfer or removal shall be effective until: (or a) a successor Agent has accepted its appointment as such shorter period as may be for the purposes of the Financing Documents in accordance with Clause 19.10 and has agreed to be bound by and comply with the obligations and to enjoy the rights of the retiring Agent thereunder as if the successor Agent had been a party thereto in place of the retiring Agent; and (b) without prejudice to paragraph (a), the successor Agent has executed and delivered all deeds and documents required under the terms of any Financing Document in relation to its appointment, whereupon: (i) the retiring Agent shall cease to be a party to the Financing Documents in its capacity as such and shall have no further rights and be discharged from any further obligation thereunder (but without prejudice to any liabilities accrued thereunder but unperformed by the Majority Holders and the retiring Agent) but shall remain entitled to the Securityholders’ benefit of this Clause 19; and (ii) the successor Agent and may be removed for or without cause at any time by each other party to the Majority Holders. In the event of any resignation or removal, the Majority Holders Financing Documents shall have the right to appoint a successor Agent, but, same rights and obligations amongst themselves as they would have had if the Majority Holders have not appointed a successor Agent within 60 days after the retiring Agent’s giving of notice of resignation or its removal, the retiring Agent shall, at the expense of the Securityholders (on had been a Pro Rata Basis), on behalf of the Securityholders either appoint a successor Agent or apply to the appropriate court to make such appointment. Upon the acceptance of any appointment as an Agent hereunder by a successor, to be evidenced by the successor Agent’s execution and delivery to the other parties hereto of a counterpart of this Agreement and a Joinder Agreement, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations party thereto in place of the retiring Agent, and the Borrower shall execute and deliver all deeds and documents and do all acts and things as the retiring Agent or the successor Agent may reasonably require in relation to the appointment of the successor Agent. The retiring Agent shall be discharged from any further duties and obligations as Agent, as appropriate, under this Agreement. The obligations of the Majority Holders pursuant to this Agreement shall survive any such removal or resignation in favor of the retiring Agent in respect of any matter arising during its tenure as Agent. (b) Upon the request of any successor Agent, and at the expense of the Optionor, the Securityholders, the Optionor, the Optionee and the predecessor Agent shall promptly execute and deliver such instruments, conveyances, and assurances reflecting terms consistent with the terms of this Agreement for the purpose of more fully and certainly vesting and confirming in such successor Agent all rights, powers, duties, and obligations of the predecessor Agent hereunder, and the predecessor Agent shall also promptly assign and deliver make available to the successor Agent monies for all records and documents held by it as Agent, and shall co-operate with the benefit successor Agent in order to ensure an orderly transition. 19.9.2 In the event that the successor Agent is not a Bank or an Affiliate of a Bank, the Banks shall, other than where an Event of Default has occurred and is continuing, obtain the consent of the Securityholders that may then Borrower (not to be unreasonably delayed or withheld) prior to the appointment of a successor Agent. 19.9.3 The successor Agent shall promptly notify the other Parties of its appointment. 19.9.4 Subject to the express provisions of this Agreement to the contrary, each party shall bear its own costs or expenses incurred in its possessionconnection with the resignation or removal of the Agent.

Resignation and Removal of Agent. (ai) The Agent (A) may resign on 90 days’ prior written at any time upon notice to Owners, XXXX and FMC, and (or such shorter period as may be agreed to by the Majority Holders and the AgentB) to the Securityholders’ and may be removed for or without cause at any time by upon the Majority Holderswritten request of the Owners sent to Agent and XXXX. In the event addition, if FMC shall give notice of any resignation a Complete Securitization Transaction in which all Loans then-owned by Lender shall be purchased, Agent shall resign upon consummation of such Securitization Transaction. (ii) If Agent shall resign or removalbe removed, the Majority Holders Owners shall have the right to appoint select a successor Agent, but, if the Majority Holders have not appointed replacement Agent by notice to Agent and XXXX. In a successor Agent within 60 days after the retiring Agent’s giving of notice of resignation or its removalComplete Securitization Transaction, the retiring Agent shall, at Securitization Indenture Trustee shall become the expense of the Securityholders (on a Pro Rata Basis), on behalf of the Securityholders either appoint a successor Agent or apply to the appropriate court to make such appointment. Upon the acceptance of any appointment as an Agent hereunder by a successor, to be evidenced by the successor Agent’s execution and delivery to the other parties hereto of a counterpart of this Agreement and a Joinder Agreement, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Agent, and the retiring Agent shall be discharged from any further duties and obligations as Agent, as appropriate, under this Agreement. The obligations of the Majority Holders pursuant to this Agreement shall survive any such removal or resignation in favor of the retiring Agent in respect of any matter arising during its tenure as replacement Agent. (biii) Upon the request selection of any successor replacement of Agent, and at the expense Agent shall assign all of the Optionorliens upon and security interests in all Collateral and all right, title and interest of the SecurityholdersAgent under this Deposit and Security Agreement and any document necessary to consummate the transactions contemplated hereby, to the Optionorreplacement Agent, the Optionee and the predecessor without recourse to Agent or any Owner. (iv) No resignation or removal of Agent shall promptly execute become effective until a replacement Agent shall have been selected as provided herein and deliver shall have assumed in writing the obligations of Agent hereunder and under any document necessary to consummate the transactions contemplated hereby. In the event that a replacement Agent shall not have been selected as provided herein or shall not have assumed such instrumentsobligations within 90 days after the resignation or removal of Agent, conveyances, and assurances reflecting terms consistent with the terms then Agent may apply to a court of this Agreement competent jurisdiction for the purpose appointment of more fully and certainly vesting and confirming in such successor Agent all rights, powers, duties, and obligations of the predecessor Agent hereunder, and the predecessor a replacement Agent. (v) Any replacement Agent shall also promptly assign be a bank, trust company, or insurance company having capital, surplus and deliver to the successor undivided profits of at least $100 million; PROVIDED, HOWEVER, that any Securitization Indenture Trustee may become an Agent monies for the benefit of the Securityholders that may then be as provided in its possessionSection 4.

Resignation and Removal of Agent. (a) The Agent may resign on 90 as Agent upon 30 days’ prior written notice (or such shorter period as may be agreed to by the Majority Holders DIP Lenders and the Agent) to the Securityholders’ and may be removed for or without cause at any time by the Majority HoldersBorrower. In the event Upon receipt of any resignation or removalsuch notice of resignation, the Majority Holders Required DIP Lenders shall have the right to appoint a successor agent (which may be an Affiliate of a DIP Lender), which successor shall be reasonably acceptable to the Borrower; provided that the Borrower shall not unreasonably withhold, delay, or condition its acceptance of the same; provided further that any such successor shall be deemed reasonably acceptable to the Borrower if a written objection in not received in writing within one Business Day of appointment thereof by the Required DIP Lenders; provided further that during the existence of Default or Event of Default, no such notice or consent shall be necessary whatsoever. (b) If no such successor shall have been so appointed by the Required DIP Lenders and shall have accepted such appointment prior to the effective date of the resignation of the Agent, but, if then the Majority Holders have Agent may (but shall not appointed a successor Agent within 60 days after the retiring Agent’s giving of notice of resignation or its removal, the retiring Agent shall, at the expense of the Securityholders (on a Pro Rata Basisbe obligated to), on behalf of the Securityholders either DIP Lenders, appoint a successor Agent meeting the qualifications set forth above. Whether or apply not a successor has been appointed, such resignation shall become effective in accordance with such notice on such effective date, where (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other DIP Loan Documents (except that in the case of any DIP Collateral held by the Agent for the benefit of the DIP Lenders under any of the DIP Loan Documents, the Agent shall continue to hold such Collateral until such time as a successor Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to, or through the appropriate court Agent shall instead be made to make each DIP Lender directly and by the Required DIP Lenders, until such appointment. time as the Required DIP Lenders appoint a successor Agent, as provided for above. (c) Upon the acceptance of any a successor’s appointment as an Agent hereunder by a successor, to be evidenced by the successor Agent’s execution and delivery to the other parties hereto of a counterpart of this Agreement and a Joinder Agreementhereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges, and duties and obligations of the retiring Agent, and the retiring Agent shall be discharged from any further all of its duties and obligations hereunder or under the other DIP Loan Documents. 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, with the consent of the Required DIP Lenders. After the retiring Agent’s resignation hereunder and under the other DIP Loan Documents, the provisions of this Article 11 shall continue in effect for the benefit of such retiring Agent, as appropriate, under this Agreement. The obligations of the Majority Holders its sub-agents (appointed pursuant to this Agreement shall survive any such removal or resignation in favor of the retiring Agent terms hereof), and their respective Related Parties in respect of any matter arising during actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent (other than with respect to actions determined in a final, nonappealable judgment of a court of competent jurisdiction to have resulted from such Agent’s own gross negligence or willful misconduct, or that of any of its tenure as Agent-Related Persons). (bd) Upon The Required DIP Lenders may remove the request Agent at any time, with notice to the Agent and the Borrower, which removal shall become effective (without the need for further notice to or the consent of the removed Agent or any DIP Loan Party or other Group Member) by its terms and, in all cases, no later than the acceptance by a successor Agent of its appointment by the Required DIP Lenders; provided that (i) such successor shall be reasonably acceptable to the Borrower, (ii) the Borrower shall not unreasonably withhold, delay, or condition its acceptance of the same, (iii) any such successor shall be deemed reasonably acceptable to the Borrower if a written objection in not received in writing within one Business Day of appointment thereof by the Required DIP Lenders, and (iv) during the existence of Default or Event of Default, no such notice or consent of any successor Agent, and at party (other than the expense Required DIP Lenders) shall be necessary whatsoever. In the event of the Optionora removal pursuant to Section 8.07(d), the Securityholders, the Optionor, the Optionee and the predecessor Agent provisions of Article 11 shall promptly execute and deliver such instruments, conveyances, and assurances reflecting terms consistent with the terms of this Agreement for the purpose of more fully and certainly vesting and confirming continue in such successor Agent all rights, powers, duties, and obligations of the predecessor Agent hereunder, and the predecessor Agent shall also promptly assign and deliver to the successor Agent monies effect for the benefit of such removed Agent, its sub-agents (appointed pursuant to the Securityholders terms hereof), and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the removed Agent was acting as Agent (other than with respect to actions determined in a final, nonappealable judgment of a court of competent jurisdiction to have resulted from such Agent’s own gross negligence or willful misconduct, or that may then be in of any of its possessionAgent-Related Persons).

Resignation and Removal of Agent. (a) The Agent may resign on 90 at any time by giving sixty (60) days’ prior written notice (or such shorter period as may be agreed to by the Majority Holders and the Agent) thereof to the Securityholders’ Lenders and may be removed for or without cause at any time by the Majority HoldersBorrower. In addition, the Required Lenders may remove the Agent from its capacity as agent in the event of the Agent’s willful misconduct or gross negligence or in the event that the Agent is in receivership, conservatorship or other similar proceeding in which the day-to-day activities of the Agent are controlled or subject to approval by any applicable Governmental Authority having jurisdiction over the Agent. Upon any such resignation or removalupon removal of Agent as set forth in the preceding sentence or in Section 20.14.5 hereof, the Majority Holders Lenders shall have the right to appoint a successor Agent, but, if the Majority Holders have not appointed a . If no successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within 60 thirty (30) days after the retiring Agent’s giving of notice of resignation or its removalresignation, then the retiring Agent shall, at the expense of the Securityholders (on a Pro Rata Basis)may, on behalf of the Securityholders either Lenders, appoint a successor Agent, which shall be a financial institution having a rating of not less than A-2 or its equivalent by S&P. In either case, unless an Event of Default shall have occurred and be continuing, such successor Agent or apply shall be reasonably acceptable to Borrower (such notice and time to cure will be provided by Agent only in the appropriate court to make such appointmentevent of a pending appointment of successor Agent, and applies only for the purposes of this Section 20.24). Upon the acceptance of any appointment as an Agent hereunder by a successor, to be evidenced by the successor Agent’s execution and delivery to the other parties hereto of a counterpart of this Agreement and a Joinder Agreement, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, privileges and duties and obligations of the retiring Agent or the removed Agent, and the retiring or replaced Agent shall be discharged from any further its duties and obligations as hereunder. After any retiring Agent’s resignation, as appropriate, under this Agreement. The obligations or the removal of the Majority Holders any Agent pursuant to this Section 20.24 or Section 20.14.5 hereof, the provisions of this Agreement and the other Loan Documents shall survive any such removal or resignation continue in favor of the retiring Agent effect for its benefit in respect of any matter arising during its tenure actions taken or omitted to be taken by it while it was acting as Agent. (b) Upon the request of any successor Agent, and at the expense of the Optionor, the Securityholders, the Optionor, the Optionee and the predecessor Agent shall promptly execute and deliver such instruments, conveyances, and assurances reflecting terms consistent with the terms of this Agreement for the purpose of more fully and certainly vesting and confirming in such successor Agent all rights, powers, duties, and obligations of the predecessor Agent hereunder, and the predecessor Agent shall also promptly assign and deliver to the successor Agent monies for the benefit of the Securityholders that may then be in its possession.

Resignation and Removal of Agent. (a) 16.9.1 The Agent may resign on 90 or transfer to a related company within the same group its appointment under this Agreement at any time without assigning any reason therefor by giving not less than 30 days’ ' prior written notice to that effect to each of the other Parties, and the Majority Banks may remove the Agent from its appointment under this Agreement without assigning any reason therefor by giving not less than 30 days' prior notice to that effect to the Agent and each of the other Parties, provided that no such resignation, transfer or removal shall be effective until: (or a) a successor Agent has accepted its appointment as such shorter period as may be for the purposes of the Financing Documents in accordance with Clause 16.10 and has agreed to be bound by and comply with the obligations and to enjoy the rights of the retiring Agent thereunder as if the successor Agent had been a party thereto in place of the retiring Agent; and (b) without prejudice to paragraph (a), the successor Agent has executed and delivered all deeds and documents required under the terms of any Financing Document in relation to its appointment, whereupon: (i) the retiring Agent shall cease to be a party to the Financing Documents in its capacity as such and shall have no further rights and be discharged from any further obligation thereunder (but without prejudice to any liabilities accrued thereunder but unperformed by the Majority Holders and the retiring Agent) but shall remain entitled to the Securityholders’ benefit of this Clause 16; and (ii) the successor Agent and may be removed for or without cause at any time by each other party to the Majority Holders. In the event of any resignation or removal, the Majority Holders Financing Documents shall have the right to appoint a successor Agent, but, same rights and obligations amongst themselves as they would have had if the Majority Holders have not appointed a successor Agent within 60 days after the retiring Agent’s giving of notice of resignation or its removal, the retiring Agent shall, at the expense of the Securityholders (on had been a Pro Rata Basis), on behalf of the Securityholders either appoint a successor Agent or apply to the appropriate court to make such appointment. Upon the acceptance of any appointment as an Agent hereunder by a successor, to be evidenced by the successor Agent’s execution and delivery to the other parties hereto of a counterpart of this Agreement and a Joinder Agreement, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations party thereto in place of the retiring Agent, and the Borrower shall execute and deliver all deeds and documents and do all acts and things as the retiring Agent or the successor Agent may reasonably require in relation to the appointment of the successor Agent. The retiring Agent shall be discharged from any further duties and obligations as Agent, as appropriate, under this Agreement. The obligations of the Majority Holders pursuant to this Agreement shall survive any such removal or resignation in favor of the retiring Agent in respect of any matter arising during its tenure as Agent. (b) Upon the request of any successor Agent, and at the expense of the Optionor, the Securityholders, the Optionor, the Optionee and the predecessor Agent shall promptly execute and deliver such instruments, conveyances, and assurances reflecting terms consistent with the terms of this Agreement for the purpose of more fully and certainly vesting and confirming in such successor Agent all rights, powers, duties, and obligations of the predecessor Agent hereunder, and the predecessor Agent shall also promptly assign and deliver make available to the successor Agent monies for all records and documents held by it as Agent, and shall co-operate with the benefit successor Agent in order to ensure an orderly transition. 16.9.2 In the event that the successor Agent is not a Bank or an Affiliate of a Bank, the Banks shall, other than where an Event of Default has occurred and is continuing, obtain the consent of the Securityholders that may then Borrower (not to be unreasonably delayed or withheld) prior to the appointment of a successor Agent. 16.9.3 The successor Agent shall promptly notify the other Parties of its appointment. 16.9.4 Subject to the express provisions of this Agreement to the contrary, each party shall bear its own costs or expenses incurred in its possessionconnection with the resignation or removal of the Agent.

Resignation and Removal of Agent. (ai) The Agent (A) may resign on 90 days’ prior written at any time upon notice to Owner, XXXX and FMC, and (or such shorter period as may be agreed to by the Majority Holders and the AgentB) to the Securityholders’ and may be removed for or without cause at any time by upon the Majority Holders. In written request of the event Owner (with the written consent of any resignation FMC and, absent a default under Section 8 then continuing, of XXXX, neither of which consents shall be unreasonably withheld) sent to Agent and XXXX. (ii) If Agent shall resign or removalbe removed, the Majority Holders Owner (with the written consent of FMC and, absent a default under Section 8 then continuing, of XXXX, neither of which consents shall be unreasonably withheld) shall have the right to appoint select a successor replacement Agent by notice to Agent and XXXX. If XXXX is dissatisfied with the service provided by Agent, but, if the Majority Holders have not appointed a successor Agent within 60 days after the retiring Agent’s giving of notice of resignation or its removal, the retiring Agent shall, at the expense XXXX may request removal of the Securityholders (on a Pro Rata Basis), on behalf of the Securityholders either appoint a successor Agent or apply to the appropriate court to make such appointment. Upon the acceptance of any appointment as an Agent hereunder by a successor, to be evidenced by the successor Agent’s execution and delivery to the other parties hereto of a counterpart of this Agreement and a Joinder Agreement, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges, duties and obligations of the retiring Agent, and the retiring Agent shall be discharged from any further duties and obligations as Agent, as appropriate, under this Agreement. The obligations of the Majority Holders pursuant to this Agreement shall survive any such removal or resignation in favor of the retiring Agent in respect of writing to Owner and FMC, setting forth its reasons for dissatisfaction and any matter arising during its tenure as proposed replacement Agent. Owner and FMC shall review such request in good faith, having in mind TERI's need for efficient and effective administrative interaction with the Agent. (biii) Upon the request selection of any successor replacement of Agent, and at the expense Agent shall assign all of the Optionorliens upon and security interests in all Collateral and all right, title and interest of the SecurityholdersAgent under this Deposit and Security Agreement and any document necessary to consummate the transactions contemplated hereby, to the Optionorreplacement Agent, the Optionee and the predecessor without recourse to Agent or Owner. (iv) No resignation or removal of Agent shall promptly execute become effective until a replacement Agent shall have been selected as provided herein and deliver shall have assumed in writing the obligations of Agent hereunder and under any document necessary to consummate the transactions contemplated hereby. In the event that a replacement Agent shall not have been selected as provided herein or shall not have assumed such instrumentsobligations within 90 days after the resignation or removal of Agent, conveyances, and assurances reflecting terms consistent with the terms then Agent may apply to a court of this Agreement competent jurisdiction for the purpose appointment of more fully and certainly vesting and confirming in such successor Agent all rights, powers, duties, and obligations of the predecessor Agent hereunder, and the predecessor a replacement Agent. (v) Any replacement Agent shall also promptly assign be a bank, trust company, or insurance company having capital, surplus and deliver to the successor Agent monies for the benefit undivided profits of the Securityholders that may then be in its possessionat least $100 million.

Resignation and Removal of Agent. (a) The Agent may resign on 90 days’ prior written notice (or such shorter period as may be agreed to by the Majority Holders and the Agent) to the Securityholders’ and may be removed for or without cause at any time by give notice of its resignation to the Majority HoldersLenders, the Issuing Bank and the Borrower. In the event Upon receipt of any resignation or removalsuch notice of resignation, the Majority Holders Required Lenders shall have the right right, in consultation with and upon the approval of the Borrower (such approval not to be unreasonably withheld or delayed) (so long as no Event of Default has occurred and is continuing), to appoint a successor, which shall be a Lender as of the Closing Date or a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York, or any other financial institution with an office in New York, New York that is engaged in the making of commercial loans and the provision of agency services in syndicated commercial loan transactions. If no such successor Agent, but, if shall have been so appointed by the Majority Holders Required Lenders and shall have not appointed a successor Agent accepted such appointment within 60 thirty (30) days after the retiring Agent’s giving of Agent gives notice of its resignation (or its removalsuch earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent shall, at the expense of the Securityholders may (on a Pro Rata Basisbut shall not be obligated to), on behalf of the Securityholders either Lenders and the Issuing Bank, appoint a successor Agent or apply meeting the qualifications set forth above, provided that if the Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice on the Resignation Effective Date. If the Person serving as Agent is a Defaulting Lender pursuant to clause (e) of the definition thereof, the Required Lenders may, to the appropriate court extent permitted by Applicable Law, by notice in writing to make the Borrower and such appointmentPerson 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 thirty (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. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any Collateral held by the Agent on behalf of the Lenders or the Issuing Bank under any of the Credit Documents, the retiring or removed Agent shall continue to hold such Collateral until such time as a successor Agent is appointed) and (2), except for any indemnity payments owed to the retiring (or retired) or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and the Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of any a successor’s appointment as an Agent hereunder by a successor, to be evidenced by the successor Agent’s execution and delivery to the other parties hereto of a counterpart of this Agreement and a Joinder Agreementhereunder, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges, privileges and duties and obligations of the retiring (or retired) or removed Agent (other than any rights to indemnity payments owed to the retiring (or retired) or removed Agent), and the retiring or removed Agent shall be discharged from any further all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Agent’s resignation or removal, as applicable, hereunder and under the other Credit Documents, the provisions of this Article and Sections 13.6 and 14.8 shall continue in effect for the benefit of such retiring or removed Agent, as appropriateits sub-agents and their respective Affiliates and the partners, under this Agreement. The obligations directors, officers, employees, agents and advisors of the Majority Holders pursuant to this Agreement shall survive any such removal or resignation in favor Person and of the retiring Agent such Person’s Affiliates in respect of any matter arising during actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent or continuing to hold Collateral in accordance with this Section. Any resignation or removal by Xxxxx Fargo as Agent pursuant to this Section shall also constitute its tenure resignation as Agent. (b) Issuing Bank and Swing Loan Lender. Upon the request acceptance of any a successor’s appointment as Agent hereunder, (i) such successor Agent, shall succeed to and at the expense become vested with all of the Optionor, the Securityholders, the Optionor, the Optionee and the predecessor Agent shall promptly execute and deliver such instruments, conveyances, and assurances reflecting terms consistent with the terms of this Agreement for the purpose of more fully and certainly vesting and confirming in such successor Agent all rights, powers, dutiesprivileges and duties of the retiring Issuing Bank, if in its sole discretion it elects to, and Swing Loan Lender, (ii) the retiring Issuing Bank and Swing Loan Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (iii) the successor Issuing Bank, if in its sole discretion it elects to, shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the predecessor Agent hereunder, and the predecessor Agent shall also promptly assign and deliver retiring Issuing Bank with respect to the successor Agent monies for the benefit such Letters of the Securityholders that may then be in its possessionCredit.