Common use of Resignation and Removal of the Agent Clause in Contracts

Resignation and Removal of the Agent. (1) The procedures for the resignation of the Agent shall be as follows: (i) The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower; provided, however, that such resignation shall not become effective until the appointment and acceptance of a successor Agent. (ii) In the event of such notice provided in Sub-paragraph (a) above, the Majority Lenders shall appoint a successor Agent upon the Borrower’s consent. (iii) If a successor Agent is not appointed by the Majority Lenders or such person appointed by the Majority Leaders does not accept such appointment within 30 days after (and including) the date on which the notice set forth in Sub-paragraph (i) above has been given, the Agent in office may appoint a successor Agent upon the Borrower’s consent on behalf of the Majority Lenders. (2) The procedures for the removal of the Agent shall be as follows: (i) The Agent may be removed at any time by the Majority Lenders upon prior notice thereof to the other Lenders, the Borrower and the Agent; provided, however, that such removal shall not become effective until the appointment and acceptance of a successor Agent. (ii) In the event of such notice set forth in Sub-paragraph (i) above, the Majority Lenders shall appoint a successor Agent upon the Borrower’s consent. (3) In case the person appointed the successor Agent pursuant to Paragraphs (1) and (2) accepts the appointment, the predecessor Agent shall deliver all the documents it has kept as the Agent hereunder to the successor Agent and shall provide all the assistance necessary for the successor Agent to perform its duties as the Agent hereunder. (4) The successor Agent shall succeed to and become vested with the rights and duties of the predecessor Agent under this Agreement. The predecessor Agent shall be discharged from all its duties and obligations hereunder upon the assignment of office by the successor Agent; provided, however, that this Agreement shall continue in effect in respect of any actions taken (including those omitted to be taken) by the predecessor Agent while it was acting as the Agent hereunder.

Resignation and Removal of the Agent. (1) 22.1 The procedures for the resignation of the Agent shall be as follows: (i) The Agent may resign “Agent” can withdraw at any time from its appointment under this Facility Agreement by giving written notice thereof to the Lenders other Parties to this Facility Agreement. The “Agent” can be removed by a resolution of the “Majority of Banks” from its duties under this Facility Agreement by written notice given to the “Borrower” and the Borrower; provided, however, that such resignation shall not become effective until “Agent”. The withdrawal or the removal takes effect upon notice about the appointment and acceptance of a successor Agentpursuant to Clause 22.3. (ii) 22.2 In the event of such notice provided in Sub-paragraph (a) abovea withdrawal or the removal of the “Agent”, the “Majority Lenders shall of Banks” is entitled on costs of the “Banks” to appoint a successor Agent for the position of “Agent” with the agreement of the “Borrower.” If such a successor has not been appointed within 30 “Banking Days” after the notice about the withdrawal or the removal, the “Agent” is entitled to designate another corresponding financial institution as its successor upon agreement with the “Borrower” which has at least a rating of “A” issued by Standard & Poor’s consentRatings Groups. (iii) If a successor Agent is not 22.3 The acceptance of the appointment will be notified to the “Agent” by the “Bank” appointed by the “Majority Lenders or such person appointed by the Majority Leaders does not accept such appointment within 30 days after (and including) the date on which of Banks” for this purpose. 22.4 After the notice set forth in Sub-paragraph (i) above has been given, the Agent in office may appoint a successor Agent upon will succeed the Borrower’s consent on behalf of the Majority Lenders. (2) The procedures for the removal of the Agent shall be as follows: (i) The Agent may be removed at any time by the Majority Lenders upon prior notice thereof to the other Lenders“Agent” and will receive all rights, the Borrower and the Agent; providedauthorities, however, that such removal shall not become effective until the appointment and acceptance of a successor Agent. (ii) In the event of such notice set forth in Sub-paragraph (i) above, the Majority Lenders shall appoint a successor Agent upon the Borrower’s consent. (3) In case the person appointed the successor Agent pursuant to Paragraphs (1) and (2) accepts the appointment, the predecessor Agent shall deliver all the documents it has kept as the Agent hereunder to the successor Agent and shall provide all the assistance necessary for the successor Agent to perform its duties as the Agent hereunder. (4) The successor Agent shall succeed to and become vested with the priority rights and duties obligations of its predecessor. The “Agent” which has withdrawn or been removed from its function will take all necessary action in order to cause the predecessor Agent succession to be valid. The “Agent” will then be released from its obligations under this Facility Agreement. The predecessor Agent shall be discharged from all , whereby the indemnity in Clause 21 (Agents and Banks) with regard to such acts or omissions which the “Agent” performed in its duties and obligations hereunder upon the assignment of office by the successor function as “Agent; provided, however, that this Agreement shall ” will continue in effect in respect of any actions taken (including those omitted to be taken) by the predecessor Agent while it was acting as the Agent hereunderapply.

Resignation and Removal of the Agent. (1) The procedures Agent may at any time resign as Agent hereunder by written notice of its election so to do delivered to the Company and the Holders, such resignation to take effect upon the appointment of a successor agent and its acceptance of such appointment as hereinafter provided. If no successor agent has been appointed with 90 days after receipt of the Agent’s written notice of its resignation, the Agent may, at the expense of the Company, petition a court of competent jurisdiction for the resignation appointment of a successor agent. The Agent may at any time be removed by the Holders, with or without cause (upon a Requisite Vote of the Holders), by written notice of such removal effective upon the appointment of a successor agent and its acceptance of such appointment as hereinafter provided. In case at any time the Agent acting hereunder shall resign or be removed, the Company shall use its reasonable efforts to appoint a successor agent, which shall be approved by a Requisite Vote of the Holders and shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor agent shall execute and deliver to its predecessor, the Company and the Holders an instrument in writing accepting its appointment hereunder and under the Equity Trust Agreement (as required under the Equity Trust Agreement), and thereupon such successor agent, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, the Holders or such successor agent shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in and to the Global Trust Certificate to such successor, and shall deliver to such successor a list of the Holders. Any such successor agent shall promptly mail notice of its appointment to the Holders. Any corporation into or with which the Agent may be merged or consolidated shall be the successor of the Agent shall be as follows: (i) The Agent may resign at without the execution or filing of any time by giving written notice thereof to the Lenders and the Borrower; provided, however, that such document or any further act. Upon resignation shall not become effective until the appointment and acceptance of a successor Agent. (ii) In the event of such notice provided in Sub-paragraph (a) above, the Majority Lenders shall appoint a successor Agent upon the Borrower’s consent. (iii) If a successor Agent is not appointed by the Majority Lenders or such person appointed by the Majority Leaders does not accept such appointment within 30 days after (and including) the date on which the notice set forth in Sub-paragraph (i) above has been given, the Agent in office may appoint a successor Agent upon the Borrower’s consent on behalf of the Majority Lenders. (2) The procedures for the removal of the Agent shall be as follows: (i) The Agent may be Agent, such removed at any time by the Majority Lenders upon prior notice thereof to the other Lenders, the Borrower and the Agent; provided, however, that such removal shall not become effective until the appointment and acceptance of a successor Agent. (ii) In the event of such notice set forth in Sub-paragraph (i) above, the Majority Lenders shall appoint a successor Agent upon the Borrower’s consent. (3) In case the person appointed the successor Agent pursuant to Paragraphs (1) and (2) accepts the appointment, the predecessor or resigning Agent shall deliver all the documents it has kept as the Agent hereunder prompt written notice to the successor Agent Company, the Equity Trust Trustee and shall provide all the assistance necessary for the successor Agent to perform its duties as the Agent hereunderHolders. (4) The successor Agent shall succeed to and become vested with the rights and duties of the predecessor Agent under this Agreement. The predecessor Agent shall be discharged from all its duties and obligations hereunder upon the assignment of office by the successor Agent; provided, however, that this Agreement shall continue in effect in respect of any actions taken (including those omitted to be taken) by the predecessor Agent while it was acting as the Agent hereunder.

Resignation and Removal of the Agent. (1) The procedures for the resignation of the Agent shall be as follows: (ia) The Agent may resign at any time by giving written give notice thereof of its resignation to the Lenders Banks and RBMG which shall be effective upon the Borrower; providedearlier of (i) the date a successor Agent shall have accepted its appointment as Agent, howeverand (ii) the 30th day after the giving of such notice. Upon receipt of any such notice of resignation, that such resignation the Required Banks may, with the approval of RBMG, which approval shall not become effective until the appointment and acceptance of be unreasonably withheld, appoint a successor Agent. (ii) In the event of such notice provided in Sub-paragraph (a) above, the Majority Lenders shall appoint a . If no successor Agent upon the Borrower’s consent. (iii) If a successor Agent is not shall have been so appointed by the Majority Lenders or such person appointed by the Majority Leaders does not accept and have accepted such appointment within 30 days after (and including) the date on which the retiring Agent's giving of notice set forth in Sub-paragraph (i) above has been givenof resignation, the Agent in office then RBMG may appoint a successor Agent upon the Borrower’s consent on behalf which shall be one of the Majority LendersBanks other than the Bank that is the retiring Agent. (2b) The procedures for the removal of Required Banks may agree to remove the Agent shall be as follows: (i) The Agent may be removed at any time with or without cause by the Majority Lenders upon prior giving notice thereof to the other LendersAgent, the Borrower and the Agent; provided, however, that such removal shall not become effective until the Required Banks, after consultation with RBMG, shall have appointed a successor Agent that agrees to assume all of the duties and obligations of the Agent under this Agreement and each of the other Loan Documents and the appointment of such successor Agent does not cause RBMG to incur any additional expenses under the Loan Documents. If no successor Agent shall have been so appointed by the Required Banks and acceptance shall have accepted such appointment within 30 days after the Banks given notice to the Agent, then the Agent being removed may, on behalf of the Required Banks and after consultation with RBMG, appoint a successor Agent. (iic) In Upon the event acceptance by any Person of such notice set forth in Sub-paragraph its appointment as a successor Agent, (i) above, the Majority Lenders such Person shall appoint a successor Agent upon the Borrower’s consent. (3) In case the person appointed the successor Agent pursuant to Paragraphs (1) and (2) accepts the appointment, the predecessor Agent shall deliver all the documents it has kept as the Agent hereunder to the successor Agent and shall provide all the assistance necessary for the successor Agent to perform its duties as the Agent hereunder. (4) The successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and future duties and obligations of the predecessor retiring or removed Agent under this Agreement. The predecessor and the retiring or removed Agent shall be discharged from all its future duties and obligations hereunder upon as Agent under the assignment Loan Documents and (ii) the retiring or removed Agent shall promptly transfer all Collateral within its possession or control to the possession or control of office by the successor Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Agent with respect to the Collateral to the successor Agent; provided. After the resignation or removal of any Agent, however, that the provisions of this Agreement Article 8 shall continue in effect for its benefit in respect of any actions taken (including those or omitted to be taken) taken by the predecessor Agent it while it was acting as the Agent hereunderAgent."; (h) Section 9.10(a)(ii) shall be amended by inserting the phrase "and the Borrowers (which consent shall not be unreasonably withheld)" immediately following the phrase "consented to by the Agent" in clause (A)(1)(aa) thereof; (i) A new Section 9.25 shall be added, reading in its entirety as follows:

Resignation and Removal of the Agent. (1) The procedures for the resignation of the Agent shall be as follows: (ia) The Agent may resign at any time by giving written give notice thereof of its resignation to the Lenders Banks and the Borrower which shall be effective upon the earlier of (i) the date a successor Agent shall have accepted its appointment as Agent, and (ii) the 30th day after the giving of such notice. Upon receipt of any such notice of resignation, the Required Banks may, with the approval of the Borrower; provided, however, that such resignation which approval shall not become effective until the appointment and acceptance of be unreasonably withheld, appoint a successor Agent. (ii) In the event of such notice provided in Sub-paragraph (a) above, the Majority Lenders shall appoint a . If no successor Agent upon the Borrower’s consent. (iii) If a successor Agent is not shall have been so appointed by the Majority Lenders or such person appointed by the Majority Leaders does not accept and have accepted such appointment within 30 days after (and including) the date on which retiring Agent's giving of notice of resignation, then the notice set forth in Sub-paragraph (i) above has been given, the Agent in office Borrower may appoint a successor Agent upon the Borrower’s consent on behalf which shall be one of the Majority LendersBanks other than the Bank that is the retiring Agent. (2b) The procedures for the removal of Required Banks may agree to remove the Agent shall be as follows: (i) The Agent may be removed at any time with or without cause by the Majority Lenders upon prior giving notice thereof to the other LendersAgent, the Borrower and the Agent; provided, however, that such removal shall not become effective until the Required Banks, after consultation with the Borrower, shall have appointed a successor Agent that agrees to assume all of the duties and obligations of the Agent under this Agreement and each of the other Loan Documents and the appointment of such successor Agent does not cause the Borrower to incur any additional expenses under the Loan Documents. If no successor Agent shall have been so appointed by the Required Banks and acceptance shall have accepted such appointment within 30 days after the Banks given notice to the Agent, then the Agent being removed may, on behalf of the Required Banks and after consultation with the Borrower, appoint a successor Agent. (iic) In Upon the event acceptance by any Person of such notice set forth in Sub-paragraph its appointment as a successor Agent, (i) above, the Majority Lenders such Person shall appoint a successor Agent upon the Borrower’s consent. (3) In case the person appointed the successor Agent pursuant to Paragraphs (1) and (2) accepts the appointment, the predecessor Agent shall deliver all the documents it has kept as the Agent hereunder to the successor Agent and shall provide all the assistance necessary for the successor Agent to perform its duties as the Agent hereunder. (4) The successor Agent shall thereupon succeed to and become vested with all the rights rights, powers, privileges and future duties and obligations of the predecessor retiring or removed Agent under this Agreement. The predecessor and the retiring or removed Agent shall be discharged from all its future duties and obligations hereunder upon as Agent under the assignment of office by Loan Documents and (ii) the successor Agent; provided, however, that this Agreement retiring or removed Agent shall continue in effect in respect of any actions taken (including those omitted to be taken) by the predecessor Agent while it was acting as the Agent hereunder.promptly transfer all Collateral within its possession