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

Resignation and Removal of the Agent. (a) The Agent may at any time give notice of its resignation to the Banks and RBMG 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 RBMG, which approval shall not be unreasonably withheld, appoint a successor Agent. If no successor Agent shall have been so appointed and have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation, then RBMG may appoint a successor Agent which shall be one of the Banks other than the Bank that is the retiring Agent. (b) The Required Banks may agree to remove the Agent with or without cause by giving notice to 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 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. (c) Upon the acceptance by any Person of its appointment as a successor Agent, (i) such Person shall thereupon succeed to and become vested with all the rights, powers, privileges and future duties and obligations of the retiring or removed Agent and the retiring or removed Agent shall be discharged from its future duties and obligations as Agent under the 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 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. After the resignation or removal of any Agent, the provisions of this Article 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent."; (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. (a) The Agent may at any time give notice of its resignation to the Banks and RBMG 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 RBMGthe Borrower, which approval shall not be unreasonably withheld, appoint a successor Agent. If no successor Agent shall have been so appointed and have accepted such appointment within 30 days after the retiring Agent's giving of notice of resignation, then RBMG the Borrower may appoint a successor Agent which shall be one of the Banks other than the Bank that is the retiring Agent. (b) The Required Banks may agree to remove the Agent with or without cause by giving notice to the Agent, provided, however, that such removal shall not become effective until the Required Banks, after consultation with RBMGthe 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 RBMG 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 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 RBMGthe Borrower, appoint a successor Agent. (c) Upon the acceptance by any Person of its appointment as a successor Agent, (i) such Person shall thereupon succeed to and become vested with all the rights, powers, privileges and future duties and obligations of the retiring or removed Agent and the retiring or removed Agent shall be discharged from its future duties and obligations as Agent under the 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 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. After the resignation or removal of any Agent, the provisions of this Article 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent."; (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:possession

Resignation and Removal of the Agent. (a) The Agent may at any time give resign as Agent hereunder by written notice of its election so to do delivered to the Company and the Holders, such resignation to the Banks and RBMG which shall be effective take effect upon the earlier appointment of (i) the date a successor Agent shall have accepted agent and its acceptance of such 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 RBMG, which approval shall not be unreasonably withheld, appoint a successor Agenthereinafter provided. If no successor Agent shall have agent has been so appointed and have accepted such appointment within 30 with 90 days after receipt of the retiring Agent's giving of ’s written notice of its resignation, then RBMG may appoint the Agent may, at the expense of the Company, petition a court of competent jurisdiction for the appointment of a successor agent. The Agent which shall may at any time be one of removed by the Banks other than the Bank that is the retiring Agent. (b) The Required Banks may agree to remove the Agent Holders, with or without cause (upon a Requisite Vote of the Holders), by giving written notice to the Agent, provided, however, that of 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 upon the appointment of such a 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 agent and shall have accepted its acceptance of such appointment within 30 days after the Banks given notice to the Agent, then as hereinafter provided. In case at any time the Agent being removed mayacting hereunder shall resign or be removed, on behalf of the Required Banks and after consultation with RBMG, Company shall use its reasonable efforts to appoint a successor Agent. (c) Upon agent, which shall be approved by a Requisite Vote of the acceptance by any Person 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 a required under the Equity Trust Agreement), and thereupon such successor Agentagent, (i) such Person without any further act or deed, shall thereupon succeed to and become fully vested with all the rights, powers, privileges and future duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the retiring or removed Agent and the retiring or removed Agent shall be discharged from its future duties and obligations as Agent under the Loan Documents and (ii) the retiring or removed Agent shall promptly transfer all Collateral within its possession or control to the possession or control written request of the Company, the Holders or such successor Agent and agent shall execute and deliver an instrument transferring to such noticessuccessor all rights and powers of such predecessor hereunder, instructions shall duly assign, transfer and assignments as 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 necessary merged or desirable to transfer consolidated shall be the rights successor of the Agent with respect to without the Collateral to the successor Agentexecution or filing of any document or any further act. After the Upon resignation or removal of any the Agent, such removed or resigning Agent shall deliver prompt written notice to the provisions of this Article 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Company, the Agent."; (h) Section 9.10(a)(ii) shall be amended by inserting the phrase "Equity Trust Trustee 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:Holders.

Resignation and Removal of the Agent. (a1) The procedures for the resignation of the Agent shall be as follows: (i) The Agent may resign at any time give by giving written notice of its resignation thereof to the Banks Lenders and RBMG which the Borrower; provided, however, that such resignation shall be not become effective upon until the earlier appointment and acceptance of a successor Agent. (iii) In the date event of such notice provided in Sub-paragraph (a) above, the Majority Lenders shall appoint a successor Agent shall have accepted its appointment as Agent, and upon the Borrower’s consent. (iiiii) 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 RBMG, which approval shall not be unreasonably withheld, appoint If a successor Agent. If no successor Agent shall have been so is not appointed and have accepted by the Majority Lenders or such person appointed by the Majority Leaders does not accept such appointment within 30 days after (and including) the retiring Agent's giving of date on which the notice of resignationset forth in Sub-paragraph (i) above has been given, then RBMG the Agent in office may appoint a successor Agent which shall be one upon the Borrower’s consent on behalf of the Banks other than the Bank that is the retiring AgentMajority Lenders. (b2) The Required Banks may agree to remove procedures for the removal of the Agent with or without cause shall be as follows: (i) The Agent may be removed at any time by giving 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 Required Banks, after consultation with RBMG, shall have appointed a successor Agent that agrees to assume all appointment and acceptance 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 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. (cii) Upon In the acceptance by any Person event of its appointment as a successor Agent, such notice set forth in Sub-paragraph (i) such Person above, the Majority Lenders shall thereupon 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 all the rights, powers, privileges rights and future duties and obligations of the retiring or removed predecessor Agent and the retiring or removed under this Agreement. The predecessor Agent shall be discharged from all its future duties and obligations as Agent under hereunder upon the Loan Documents and (ii) the retiring or removed Agent shall promptly transfer all Collateral within its possession or control to the possession or control assignment of 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 office by the successor Agent. After the resignation or removal of any Agent; provided, the provisions of however, that this Article 8 Agreement shall continue in effect for its benefit in respect of any actions taken or (including those omitted to be taken taken) by it the predecessor Agent while it was acting as the AgentAgent hereunder."; (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. (a) 22.1 The Agent may “Agent” can withdraw at any time give from its appointment under this Facility Agreement by written notice of its resignation to the Banks 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 RBMG which shall be effective the “Agent”. The withdrawal or the removal takes effect upon notice about the earlier appointment of (i) the date a successor Agent shall have accepted its appointment as pursuant to Clause 22.3. 22.2 In the event of a withdrawal or the removal of the “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 “Majority of Banks” is entitled on costs of the approval of RBMG, which approval shall not be unreasonably withheld, “Banks” to appoint a successor for the position of “Agent. ” with the agreement of the “Borrower.” If no such a successor Agent shall have has not been so appointed and have accepted such appointment within 30 days “Banking Days” after the retiring notice about the withdrawal or the removal, the “Agent's giving ” is entitled to designate another corresponding financial institution as its successor upon agreement with the “Borrower” which has at least a rating of notice of resignation, then RBMG may appoint a successor Agent which shall be one “A” issued by Standard & Poor’s Ratings Groups. 22.3 The acceptance of the Banks other than appointment will be notified to the Bank that is “Agent” by the retiring Agent“Bank” appointed by the “Majority of Banks” for this purpose. (b) The Required Banks may agree to remove 22.4 After the Agent with or without cause by giving notice to has been given, the successor will succeed the “Agent” and will receive all rights, providedauthorities, 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 priority rights and 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 Agent succession to be valid. The “Agent” will then be released from its obligations under this Agreement Facility Agreement, whereby the indemnity in Clause 21 (Agents and each of Banks) with regard to such acts or omissions which 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 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. (c) Upon the acceptance by any Person of its appointment as a successor Agent, (i) such Person shall thereupon succeed to and become vested with all the rights, powers, privileges and future duties and obligations of the retiring or removed Agent and the retiring or removed Agent shall be discharged from its future duties and obligations as Agent under the 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 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. After the resignation or removal of any Agent, the provisions of this Article 8 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent."; (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 ” performed in its entirety function as follows:“Agent” will continue to apply.