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

Resignation and Removal of the Agent. The 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 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 without the execution or filing of any document or any further act. Upon resignation or removal of the Agent, such removed or resigning Agent shall deliver prompt written notice to the Company, the Equity Trust Trustee and the Holders.

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 resign as Agent hereunder by giving written notice of its election so to do delivered thereof to the Company Lenders and the HoldersBorrower; provided, however, that such resignation to take effect upon shall not become effective until the appointment and acceptance of a successor agent and its acceptance 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 as hereinafter provided. If no successor agent within 30 days after (and including) the date on which the notice set forth in Sub-paragraph (i) above has been appointed with 90 days after receipt of the Agent’s written notice of its resignationgiven, the Agent may, at in office may appoint a successor Agent upon the expense Borrower’s consent on behalf of the Company, petition a court of competent jurisdiction 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. The Agent may at any time be removed by Agent. (ii) In the Holders, with or without cause (upon a Requisite Vote of the Holders), by written notice event 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 removednotice set forth in Sub-paragraph (i) above, the Company Majority Lenders shall use its reasonable efforts to appoint a successor agentAgent upon the Borrower’s consent. (3) In case the person appointed the successor Agent pursuant to Paragraphs (1) and (2) accepts the appointment, which 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 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 discharged from all 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 hereunder upon the assignment of its predecessoroffice by the successor Agent; but such predecessorprovided, neverthelesshowever, upon payment that this Agreement shall continue in effect in respect of all sums due any actions taken (including those omitted to be taken) by the predecessor Agent while 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 was acting as the Agent may be merged or consolidated shall be the successor of the Agent without the execution or filing of any document or any further act. Upon resignation or removal of the Agent, such removed or resigning Agent shall deliver prompt written notice to the Company, the Equity Trust Trustee and the Holdershereunder.

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

Resignation and Removal of the Agent. 22.1 The Agent may “Agent” can withdraw at any time resign as Agent hereunder from its appointment under this Facility Agreement by written notice of its election so to do delivered to the Company 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 Holders, such resignation to take “Agent”. The withdrawal or the removal takes effect upon notice about the appointment of a successor agent and its acceptance pursuant to Clause 22.3. 22.2 In the event of such appointment as hereinafter provided. If no successor agent has been appointed with 90 days after receipt a withdrawal or the removal of the “Agent’s written notice of its resignation”, the Agent may, at the expense “Majority of Banks” is entitled on costs of the Company, petition a court of competent jurisdiction for the 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 “Banks” to appoint a successor agent, which shall be approved by a Requisite Vote for the position of “Agent” with the agreement of the Holders and shall be “Borrower.” If such a bank successor has not been appointed within 30 “Banking Days” after the notice about the withdrawal 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 predecessorremoval, the Company “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 Ratings Groups. 22.3 The acceptance of the appointment will be notified to the “Agent” by the “Bank” appointed by the “Majority of Banks” for this purpose. 22.4 After the notice has been given, the successor will succeed the “Agent” 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 will receive all the rights, powersauthorities, duties priority rights and obligations of its predecessor; but such predecessor. The “Agent” which has withdrawn or been removed from its function will take all necessary action in order to cause the succession to be valid. The “Agent” will then be released from its obligations under this Facility Agreement, nevertheless, upon payment of all sums due it whereby the indemnity in Clause 21 (Agents and on the written request of the Company, the Holders or such successor agent shall execute and deliver an instrument transferring Banks) with regard 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 acts or with omissions which the Agent may be merged or consolidated shall be the successor of the Agent without the execution or filing of any document or any further act. Upon resignation or removal of the “Agent, such removed or resigning Agent shall deliver prompt written notice ” performed in its function as “Agent” will continue to the Company, the Equity Trust Trustee and the Holdersapply.