Common use of Resignation and Termination Clause in Contracts

Resignation and Termination. (a) Depositary may at any time resign by giving notice to each other party to this Agreement, such resignation to be effective upon the appointment of a successor depositary agent as provided below. Depositary also reserves the right, unilaterally, to terminate this Agreement, such termination to be effective: (i) immediately if Depositary determines (in its sole discretion) that it is (x) obligated to terminate this Agreement or close an Account under statute, rule, regulation, request of a regulatory authority, or any court order or (y) in the event of suspected fraud, bad faith, illegal or suspicious activity in connection with the Accounts. If Depositary exercises its right to unilaterally terminate this Agreement pursuant to this Section 4.6.9, all funds on deposit in the Accounts or credited to the Accounts shall be immediately transferred by Depositary to Collateral Agent. Collateral Agent, at the direction of the Required Holders, may remove Depositary at any time by giving notice to each other party to this Agreement, such removal to be effective upon the appointment of a successor depositary agent as provided below. (b) In the event of any resignation or removal of Depositary, a successor depositary agent, which shall be a bank or trust company organized under the laws of the United States America, the State of New York or the State of Delaware, having a corporate trust office in the State of New York or the State of Delaware and a capital and surplus of not less than $250,000,000, shall be appointed by the Company after consultation with Collateral Agent. If a successor depositary agent shall not have been appointed and accepted its appointment as depositary agent within 45 days after such notice of resignation of Depositary or such notice of removal of Depositary, Depositary, Collateral Agent or the Company may apply (at the sole cost and expense of the Company) to any court of competent jurisdiction to appoint a successor depositary agent to act until such time, if any, as a successor depositary agent shall have accepted its appointment as provided above. A successor depositary agent so appointed by such court shall immediately and without further act be superseded by any successor depositary agent otherwise appointed as provided above. Any such successor depositary agent shall be capable of acting as a “securities intermediary” (within the meaning of Section 8-102(14) of the UCC) and shall deliver to each party to this Agreement a written instrument accepting such appointment and thereupon such successor depositary agent shall succeed to all the rights and duties of Depositary under this Agreement and shall be entitled to receive the Accounts from the predecessor Depositary. (c) Upon the replacement of Depositary hereunder, all investments and other amounts held by it or credited to Accounts pursuant to this Agreement shall be transferred to such successor depositary agent. In the event of the resignation or termination of the Depositary, the Depositary shall be entitled to its fees and expenses in accordance with the terms hereof up to the time such resignation or termination becomes effective in accordance with this Section 4.6.9.

Resignation and Termination. (a) Depositary Agent may at any time resign by giving notice to each other party to this Agreement, such resignation to be effective upon the appointment of a successor depositary agent Depositary Agent as provided below. Depositary also reserves the right, unilaterally, to terminate this Agreement, such termination to be effective: (i) immediately if Depositary determines (in its sole discretion) that it is (x) obligated to terminate this Agreement or close an Account under statute, rule, regulation, request of a regulatory authority, or any court order or (y) in the event of suspected fraud, bad faith, illegal or suspicious activity in connection with the Accounts. If Depositary exercises its right to unilaterally terminate this Agreement pursuant to this Section 4.6.9, all funds on deposit in the Accounts or credited to the Accounts shall be immediately transferred by Depositary to Collateral Agent. Collateral Agent, at the direction of the Required Holders, Lender and Borrower may remove Depositary Agent by mutual agreement at any time by giving notice to each other party to this AgreementDepositary Agent, such removal to be effective upon the appointment of a successor depositary agent Depositary Agent as provided below. (b) In the event of any resignation or removal of DepositaryDepositary Agent, a successor depositary agentDepositary Agent, which shall be a bank or trust company organized under the laws of the United States America, of America or of the State of New York or the State of DelawareYork, having a corporate trust office in the State of New York or the State of Delaware and a capital and surplus of not less than $250,000,000, shall be appointed by the Company after consultation with Collateral Agentmutual agreement of Borrower and Lender or, if an Event of Default has occurred and is continuing, by Lender. If a successor depositary agent Depositary Agent shall not have been appointed and accepted its appointment as depositary agent Depositary Agent within 45 days after such notice of resignation of Depositary Agent or such notice of removal of DepositaryDepositary Agent, DepositaryDepositary Agent, Collateral Agent Lender or the Company Borrower may apply (at the sole cost and expense of the CompanyBorrower) to any court of competent jurisdiction to appoint a successor depositary agent Depositary Agent to act until such time, if any, as a successor depositary agent Depositary Agent shall have accepted its appointment as provided above. A successor depositary agent Depositary Agent so appointed by such court shall immediately and without further act be superseded by any successor depositary agent otherwise Depositary Agent appointed as provided above. Any such successor depositary agent Depositary Agent shall be capable of acting as a “securities intermediary” (within the meaning of Section 8-102(14) of the UCC) and a “bank” (within the meaning of Section 9-102(a)(8) of the UCC) and shall deliver to each party to this Agreement a written instrument accepting such appointment and thereupon such successor depositary agent Depositary Agent shall succeed to all the rights and duties of Depositary Agent under this Agreement and shall be entitled to receive the Accounts from the predecessor DepositaryDepositary Agent. (c) Upon the replacement of Depositary Agent hereunder, all investments and other amounts held by it or credited to Accounts pursuant to this Agreement shall be transferred to such successor depositary agentaccount holder. In the event of the resignation or termination of the DepositaryDepositary Agent, the Depositary Agent shall be entitled to its fees and expenses in accordance with the terms hereof up to the time such resignation or termination becomes effective in accordance with this Section 4.6.9.

Resignation and Termination. (a) Depositary 13.1 The Paying Agent may at resign its appointment hereunder and in relation to any time resign by giving notice to each other party to this Agreement, such resignation to be effective upon the appointment Series of a successor depositary agent as provided below. Depositary also reserves the right, unilaterally, to terminate this Agreement, such termination to be effective: (i) immediately if Depositary determines (in its sole discretion) that it is (x) obligated to terminate this Agreement or close an Account under statute, rule, regulation, request of a regulatory authority, or any court order or (y) in the event of suspected fraud, bad faith, illegal or suspicious activity in connection with the Accounts. If Depositary exercises its right to unilaterally terminate this Agreement pursuant to this Section 4.6.9, all funds on deposit in the Accounts or credited to the Accounts shall be immediately transferred by Depositary to Collateral Agent. Collateral Agent, at the direction of the Required Holders, may remove Depositary Xxxxx at any time by giving notice to each other party to this Agreementthe Issuer, such removal to be effective upon and the Issuer may terminate the appointment of the Paying Agent hereunder and in relation to any Series of Bonds at any time by giving to the Paying Agent, at least 45 Business Days’ notice to that effect, provided that no such resignation or termination shall take effect until a successor depositary paying agent has been appointed. Following such resignation or termination, as provided belowthe case may be, the Issuer shall appoint another reputable financial institution as successor paying agent, whereupon the Issuer and the successor paying agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Agreement. 13.2 If the Paying Agent gives notice of its resignation in accordance with sub-clause 13.1 and by the tenth (b10th) In Business Day before the event expiration of any resignation or removal of Depositary, a such notice such successor depositary agent, which shall be a bank or trust company organized under the laws of the United States America, the State of New York or the State of Delaware, having a corporate trust office in the State of New York or the State of Delaware and a capital and surplus of paying agent has not less than $250,000,000, shall be been appointed by the Company after consultation with Collateral AgentIssuer, the Paying Agent may itself appoint as its successor any reputable financial institution in the name and for the account of the Issuer. If a Immediately following the appointment, the Paying Agent shall give notice of such appointment to the Issuer, whereupon the Issuer and the successor depositary paying agent shall not have been appointed acquire and accepted its become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Agreement. The appointment as depositary agent within 45 days after such notice of any Paying Agent with regard to Bonds which are still outstanding at the time of resignation of Depositary or such notice of removal of Depositarytermination, Depositaryas the case may be, Collateral Agent or is not affected. 13.3 The Issuer shall notify the Company may apply (at the sole cost and expense holders of the Company) to Bonds of any court of competent jurisdiction to appoint a successor depositary agent to act until such time, if anyresignation or termination, as a successor depositary agent shall have accepted its appointment as provided above. A successor depositary agent so appointed by such court shall immediately and without further act be superseded by any successor depositary agent otherwise appointed as provided above. Any such successor depositary agent shall be capable of acting as a “securities intermediary” (within the meaning of Section 8-102(14) of the UCC) and shall deliver to each party to this Agreement a written instrument accepting such appointment and thereupon such successor depositary agent shall succeed to all the rights and duties of Depositary under this Agreement and shall be entitled to receive the Accounts from the predecessor Depositary. (c) Upon the replacement of Depositary hereundercase may be, all investments and other amounts held by it or credited to Accounts pursuant to this Agreement shall be transferred to such successor depositary agent. In the event of the resignation or termination of the Depositary, the Depositary shall be entitled to its fees and expenses in accordance with the terms hereof up and conditions applicable to the time such relevant Bonds. The Parties agree that the Paying Agent shall bear no costs as a result of or in connection with a resignation by or replacement of the Paying Agent or a termination becomes effective in accordance with of this Section 4.6.9Agreement.

Resignation and Termination. (a) The Depositary Agent may at any time resign by giving notice to each other party to this Agreement, such resignation to be effective upon the appointment of a successor depositary agent Xxxxxxxxxx Agent as provided below. Depositary also reserves So long as no Event of Default shall have occurred and be continuing, the right, unilaterally, to terminate this Agreement, such termination to be effective: (i) immediately if Depositary determines (in its sole discretion) that it is (x) obligated to terminate this Agreement or close an Account under statute, rule, regulation, request of a regulatory authority, or any court order or (y) in the event of suspected fraud, bad faith, illegal or suspicious activity in connection with the Accounts. If Depositary exercises its right to unilaterally terminate this Agreement pursuant to this Section 4.6.9, all funds on deposit in the Accounts or credited to the Accounts shall be immediately transferred by Depositary to Collateral Agent. Collateral Agent, at the direction of the Required Holders, Company may remove the Depositary Agent at any time by giving notice to each other party to this Agreement, such removal to be effective upon the appointment of a successor depositary agent Depositary Agent as provided below. (b) . In the event of any resignation or removal of Depositarythe Depositary Agent pursuant to the terms of the preceding paragraph, a successor depositary agentDepositary Agent, which shall be a bank or trust company organized under the laws of the United States America, of America or of the State of New York or capable of acting as a “securities intermediary” (within the State meaning of DelawareSection 8-102(a)(14) of the UCC) and a “bank” (within the meaning of Section 9-102(a)(8) of the UCC), having a corporate trust office in the State of New York, New York or the State of Delaware and a capital and surplus of not less than $250,000,000, shall be appointed by the Company after consultation with Collateral AgentCompany, and such appointment shall not be unreasonably delayed. If a successor depositary agent Depositary Agent shall not have been appointed and accepted its appointment as depositary agent Depositary Agent within 45 days after such notice of resignation of Depositary or such notice of removal of Depositarythe Depositary Agent, Depositarythe Depositary Agent, the Collateral Agent or the Company may apply (at the sole cost and expense of the Company) to any court of competent jurisdiction at the expense of the Company to appoint a successor depositary agent Depositary Agent to act until such time, if any, as a successor depositary agent Depositary Agent shall have accepted its appointment as provided above. A successor depositary agent so appointed by such court shall immediately and without further act be superseded by any successor depositary agent otherwise appointed as provided above. Any such successor depositary agent Depositary Agent shall deliver to each party to this Agreement a written instrument accepting such appointment and thereupon: (i) the Company or the Collateral Agent shall deliver an entitlement order, instruction or any other order to the predecessor Depositary Agent directing it to transfer to the successor Depositary Agent all balances deposited in and all financial assets and other assets credited to, the Asset Sale Proceeds Account; (ii) the successor Depositary Agent shall establish and maintain at its New York office the Asset Sale Proceeds Account and deposit in and credit to the Asset Sale Proceeds Account all financial assets and other assets from the Asset Sale Proceeds Account maintained by the predecessor Depositary Agent transferred by the predecessor Depositary Agent to the successor Depositary Agent; and (iii) the successor Depositary Agent shall succeed to all the rights and duties of the Depositary Agent under this Agreement and under applicable law. In the event of any resignation of the Depositary Agent, a successor Depositary Agent, which shall be a bank or trust company organized under the laws of the United States of America or of any state thereof capable of acting as a “securities intermediary” (within the meaning of Section 8-102(14102(a)(14) of the UCC) and a “bank” (within the meaning of Section 9-102(a)(8) of the UCC) and having a capital and surplus of not less than $250,000,000, shall be appointed by the Collateral Agent upon agreement by the Company, and such agreement shall not be unreasonably withheld or delayed. Any such successor Depositary Agent shall deliver to each party to this Agreement a written instrument accepting such appointment and thereupon thereupon: (i) the Company or the Collateral Agent shall deliver an entitlement order, instruction or any other order to the predecessor Depositary Agent directing it to transfer to the Collateral Agent all balances deposited in and all financial assets credited to, the Asset Sale Proceeds Account; (ii) the successor Depositary Agent shall establish and maintain at its New York office the Asset Sale Proceeds Account and deposit in and credit to the Asset Sale Proceeds Account all financial assets and other assets from the Asset Sale Proceeds Account maintained by the predecessor Depositary Agent transferred by the predecessor Depositary Agent to the successor Depositary Agent; and (iii) the successor Depositary Agent, unless the Collateral Agent is acting in such successor depositary agent capacity, shall succeed to all the rights and duties of the Depositary Agent under this Agreement and shall be entitled to receive under applicable law. In the Accounts from event that a successor Xxxxxxxxxx Agent is not appointed within 30 Business Days after such notice of resignation of the predecessor Depositary. (c) Upon Depositary Agent, the replacement resigning Depositary Agent may, at the expense of Depositary hereunderthe Company, all investments and other amounts held by it or credited to Accounts pursuant to this Agreement shall be transferred to such successor depositary agentpetition a court of competent jurisdiction for appointment of successor. In the event of the resignation or termination of the DepositaryDepositary Agent, the Depositary Agent shall be entitled to its fees and expenses in accordance with the terms hereof up to the time such resignation or termination becomes effective in accordance with this Section 4.6.93.04(j).

Resignation and Termination. (a) The Depositary Agent may at any time resign by giving notice to each other party to this Agreement, such resignation to be effective upon the appointment of a successor depositary agent Xxxxxxxxxx Agent as provided below. Depositary also reserves the right, unilaterally, to terminate this Agreement, such termination to be effective: (i) immediately if Depositary determines (in its sole discretion) that it is (x) obligated to terminate this Agreement or close an Account under statute, rule, regulation, request of a regulatory authority, or any court order or (y) in the event of suspected fraud, bad faith, illegal or suspicious activity in connection with the Accounts. If Depositary exercises its right to unilaterally terminate this Agreement pursuant to this Section 4.6.9, all funds on deposit in the Accounts or credited to the Accounts shall be immediately transferred by Depositary to The Collateral Agent. Collateral Agent, at the direction of the Required Holders, Agent may remove the Depositary Agent at any time by giving notice to each other party to this Agreement, such removal to be effective upon the appointment of a successor depositary agent Depositary Agent as provided below. (b) . In the event of any resignation or removal of Depositarythe Depositary Agent pursuant to the terms of the preceding paragraph, a successor depositary agentDepositary Agent, which shall be a bank or trust company organized under the laws of the United States America, of America or of the State of New York or capable of acting as a “securities intermediary” (within the State meaning of DelawareSection 8-102(a)(14) of the UCC) and a “bank” (within the meaning of Section 9-102(a)(8) of the UCC), having a corporate trust office in the State of New York, New York or the State of Delaware and a capital and surplus of not less than $250,000,000, shall be appointed by the Company after consultation with Collateral Agent, and such appointment shall not be unreasonably delayed. If a successor depositary agent Depositary Agent shall not have been appointed and accepted its appointment as depositary agent Depositary Agent within 45 days after such notice of resignation of Depositary or such notice of removal of Depositarythe Depositary Agent, Depositary, Collateral the Depositary Agent or the Company Collateral Agent may apply (at the sole cost and expense of the Company) to any court of competent jurisdiction at the expense of the Company to appoint a successor depositary agent Depositary Agent to act until such time, if any, as a successor depositary agent Depositary Agent shall have accepted its appointment as provided above. A successor depositary agent so appointed by such court shall immediately and without further act be superseded by any successor depositary agent otherwise appointed as provided above. Any such successor depositary agent Depositary Agent shall deliver to each party to this Agreement a written instrument accepting such appointment and thereupon: (i) the Collateral Agent shall deliver an entitlement order, instruction or any other order to the predecessor Depositary Agent directing it to transfer to the successor Depositary Agent all balances deposited in and all financial assets and other assets credited to, the Collateral Account; (ii) the successor Depositary Agent shall establish and maintain at its New York office the Collateral Account and deposit in and credit to the Collateral Account all financial assets and other assets from the Collateral Account maintained by the predecessor Depositary Agent transferred by the predecessor Depositary Agent to the successor Depositary Agent; and (iii) the successor Depositary Agent shall succeed to all the rights and duties of the Depositary Agent under this Agreement and under applicable law. In the event of any resignation of the Depositary Agent, a successor Depositary Agent, which shall be a bank or trust company organized under the laws of the United States of America or of any state thereof capable of acting as a “securities intermediary” (within the meaning of Section 8-102(14102(a)(14) of the UCC) and a “bank” (within the meaning of Section 9-102(a)(8) of the UCC) and having a capital and surplus of not less than $250,000,000, shall be appointed by the Collateral Agent, and such agreement shall not be unreasonably withheld or delayed. Any such successor Depositary Agent shall deliver to each party to this Agreement a written instrument accepting such appointment and thereupon thereupon: (i) the Collateral Agent shall deliver an entitlement order, instruction or any other order to the predecessor Depositary Agent directing it to transfer to the Collateral Agent all balances deposited in and all financial assets credited to, the Collateral Account; (ii) the successor Depositary Agent shall establish and maintain at its New York office the Collateral Account and deposit in and credit to the Collateral Account all financial assets and other assets from the Collateral Account maintained by the predecessor Depositary Agent transferred by the predecessor Depositary Agent to the successor Depositary Agent; and (iii) the successor Depositary Agent, unless the Collateral Agent is acting in such successor depositary agent capacity, shall succeed to all the rights and duties of the Depositary Agent under this Agreement and shall be entitled to receive under applicable law. In the Accounts from event that a successor Xxxxxxxxxx Agent is not appointed within 30 Business Days after such notice of resignation of the predecessor Depositary. (c) Upon Depositary Agent, the replacement resigning Depositary Agent may, at the expense of Depositary hereunderthe Company, all investments and other amounts held by it or credited to Accounts pursuant to this Agreement shall be transferred to such successor depositary agentpetition a court of competent jurisdiction for appointment of successor. In the event of the resignation or termination of the DepositaryDepositary Agent, the Depositary Agent shall be entitled to its fees and expenses in accordance with the terms hereof up to the time such resignation or termination becomes effective in accordance with this Section 4.6.93.04(j).

Resignation and Termination. (a) Depositary may at any time resign by giving notice Subject to each other party to this Agreement, such resignation to be effective upon the appointment and acceptance of a successor depositary agent Paying Agent as provided below. Depositary also reserves the right, unilaterally, to terminate this Agreement, such termination to be effective: (i) immediately if Depositary determines (in its sole discretion) that it is (x) obligated to terminate this Agreement or close an Account under statute, rule, regulation, request of a regulatory authority, or any court order or (y) in the event of suspected fraud, bad faith, illegal or suspicious activity in connection with the Accounts. If Depositary exercises its right to unilaterally terminate this Agreement pursuant to this Section 4.6.9, all funds on deposit in the Accounts or credited to the Accounts shall be immediately transferred by Depositary to Collateral Agent. Collateral Agent, at the direction of the Required Holders, IDB Invest may remove Depositary resign as Paying Agent at any time by giving notice to each other party the Participants and the Borrower. Upon any such resignation, IDB Invest shall have the right to this Agreementappoint a successor Paying Agent, provided that, so long as no Event of Default or Potential Event of Default has occurred and is continuing, such removal appointment shall be subject to the Borrower’s consent, such consent not to be effective upon the appointment of a successor depositary agent as provided belowunreasonably withheld, conditioned or delayed. (b) In the event of any resignation or removal of Depositary, Upon a successor depositary agentPaying Agent’s acceptance of its appointment pursuant to a paying agency agreement, which it shall be a bank or trust company organized under succeed to and become vested with all the laws rights, powers, privileges and duties of IDB Invest in its capacity as Paying Agent hereunder (subject to the United States Americaterms of such new paying agency agreement), and IDB Invest, in its capacity as the State of New York or the State of Delaware, having a corporate trust office in the State of New York or the State of Delaware and a capital and surplus of not less than $250,000,000resigning Paying Agent, shall be appointed by discharged from its duties and obligations as the Company after consultation with Collateral Agent. If a successor depositary agent shall not have been appointed and accepted its appointment as depositary agent within 45 days after such notice of resignation of Depositary or such notice of removal of Depositary, Depositary, Collateral Paying Agent or the Company may apply (at the sole cost and expense of the Company) to any court of competent jurisdiction to appoint a successor depositary agent to act until such time, if any, as a successor depositary agent shall have accepted its appointment as provided above. A successor depositary agent so appointed by such court shall immediately and without further act be superseded by any successor depositary agent otherwise appointed as provided above. Any such successor depositary agent shall be capable of acting as a “securities intermediary” (within the meaning of Section 8-102(14) of the UCC) and shall deliver to each party to this Agreement a written instrument accepting such appointment and thereupon such successor depositary agent shall succeed to all the rights and duties of Depositary under this Agreement and shall be entitled to receive the Accounts from the predecessor Depositaryother Financing Documents. (c) Upon the replacement of Depositary After IDB Invest’s resignation as Paying Agent hereunder, all investments the successor paying agent’s rights, powers, privileges and other amounts held by it or credited to Accounts pursuant to duties shall be contained in a separate paying agency agreement. (d) Upon the satisfaction in full of all the obligations under the IDB Invest B Loans, IDB Invest shall be discharged from its duties and obligations as the Paying Agent under this Agreement shall be transferred to such successor depositary agent. In and the event of the resignation or termination of the Depositary, the Depositary shall be entitled to its fees and expenses in accordance with the terms hereof up to the time such resignation or termination becomes effective in accordance with this Section 4.6.9other Financing Documents.

Resignation and Termination. (a) Depositary 13.1 The Paying Agent may at resign its appointment hereunder and in relation to any time resign by giving notice to each other party to this Agreement, such resignation to be effective upon the appointment Series of a successor depositary agent as provided below. Depositary also reserves the right, unilaterally, to terminate this Agreement, such termination to be effective: (i) immediately if Depositary determines (in its sole discretion) that it is (x) obligated to terminate this Agreement or close an Account under statute, rule, regulation, request of a regulatory authority, or any court order or (y) in the event of suspected fraud, bad faith, illegal or suspicious activity in connection with the Accounts. If Depositary exercises its right to unilaterally terminate this Agreement pursuant to this Section 4.6.9, all funds on deposit in the Accounts or credited to the Accounts shall be immediately transferred by Depositary to Collateral Agent. Collateral Agent, at the direction of the Required Holders, may remove Depositary Bonds at any time by giving notice to each other party to this Agreementthe Issuer, such removal to be effective upon and the Issuer may terminate the appointment of the Paying Agent hereunder and in relation to any Series of Bonds at any time by giving to the Paying Agent, at least 45 Business Days’ notice to that effect, provided that no such resignation or termination shall take effect until a successor depositary paying agent has been appointed. Following such resignation or termination, as provided belowthe case may be, the Issuer shall appoint another reputable financial institution as successor paying agent, whereupon the Issuer and the successor paying agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Agreement. 13.2 If the Paying Agent gives notice of its resignation in accordance with sub-clause 13.1 and by the tenth (b10th) In Business Day before the event expiration of any resignation or removal of Depositary, a such notice such successor depositary agent, which shall be a bank or trust company organized under the laws of the United States America, the State of New York or the State of Delaware, having a corporate trust office in the State of New York or the State of Delaware and a capital and surplus of paying agent has not less than $250,000,000, shall be been appointed by the Company after consultation with Collateral AgentIssuer, the Paying Agent may itself appoint as its successor any reputable financial institution in the name and for the account of the Issuer. If a Immediately following the appointment, the Paying Agent shall give notice of such appointment to the Issuer, whereupon the Issuer and the successor depositary paying agent shall not have been appointed acquire and accepted its become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Agreement. The appointment as depositary agent within 45 days after such notice of any Paying Agent with regard to Bonds which are still outstanding at the time of resignation of Depositary or such notice of removal of Depositarytermination, Depositaryas the case may be, Collateral Agent or is not affected. 13.3 The Issuer shall notify the Company may apply (at the sole cost and expense holders of the Company) to Bonds of any court of competent jurisdiction to appoint a successor depositary agent to act until such time, if anyresignation or termination, as a successor depositary agent shall have accepted its appointment as provided above. A successor depositary agent so appointed by such court shall immediately and without further act be superseded by any successor depositary agent otherwise appointed as provided above. Any such successor depositary agent shall be capable of acting as a “securities intermediary” (within the meaning of Section 8-102(14) of the UCC) and shall deliver to each party to this Agreement a written instrument accepting such appointment and thereupon such successor depositary agent shall succeed to all the rights and duties of Depositary under this Agreement and shall be entitled to receive the Accounts from the predecessor Depositary. (c) Upon the replacement of Depositary hereundercase may be, all investments and other amounts held by it or credited to Accounts pursuant to this Agreement shall be transferred to such successor depositary agent. In the event of the resignation or termination of the Depositary, the Depositary shall be entitled to its fees and expenses in accordance with the terms hereof up and conditions applicable to the time such relevant Bonds. The Parties agree that the Paying Agent shall bear no costs as a result of or in connection with a resignation by or replacement of the Paying Agent or a termination becomes effective in accordance with of this Section 4.6.9.Agreement. [redacted] [redacted]

Resignation and Termination. (a) Depositary may at any time resign by giving notice to each other party to this Agreement, such resignation to be effective upon the appointment of a successor depositary agent Depositary as provided below. Depositary also reserves the right, unilaterally, to terminate this Agreement, such termination to be effective: Collateral Agent (i) immediately if Depositary determines (in its sole discretion) that it is (x) obligated to terminate this Agreement or close an Account under statute, rule, regulation, request of a regulatory authority, or any court order or (y) in the event of suspected fraud, bad faith, illegal or suspicious activity in connection with the Accounts. If Depositary exercises its right to unilaterally terminate this Agreement pursuant to this Section 4.6.9, all funds on deposit in the Accounts or credited to the Accounts shall be immediately transferred by Depositary to Collateral Agent. Collateral Agent, at upon the direction of the Required HoldersFirst Lien Secured Parties) and, so long as no Event of Default has occurred or is continuing, with the prior written consent of Borrower, or Borrower (with the prior written consent of Collateral Agent acting upon the direction of the Required First Lien Secured Parties, not to be unreasonably withheld or delayed) may remove Depositary at any time by giving notice to each other party to this Agreement, such removal to be effective upon the appointment of a successor depositary agent Depositary as provided below. (b) In the event of any resignation or removal of Depositary, a successor depositary agentDepositary, which shall be a bank or trust company organized under the laws of the United States America, of America or of the State of New York or the State of DelawareYork, having a corporate trust office in the State of New York or the State of Delaware and a capital and surplus of not less than $250,000,000500,000,000, shall be appointed by the Company after consultation with Collateral AgentAgent after, so long as no Event of Default has occurred and is continuing, approval from Borrower. If a no successor depositary agent Depositary shall not have been so appointed by Collateral Agent (with the consent of the Borrower unless an Event of Default shall have occurred and be continuing), or if such successor Depositary shall have not accepted its appointment as depositary agent such appointment, within 45 thirty (30) days after such the retiring Depositary’s giving of notice of resignation of Depositary or such notice of the removal of Depositary, the retiring Depositary, Collateral Agent or may, on behalf of the Company may apply Secured Parties, appoint a successor Depositary, which shall be a commercial bank having a corporate trust office in New York and a capital and surplus of not less than $500,000,000, unless, within twenty-one (21) days of such selection by Collateral Agent, so long as no Event of Default has occurred that is continuing, Borrower selects a different commercial bank to so act as Depositary, in which case the commercial bank so selected by Borrower shall become the successor Depositary. If no successor Depositary has been appointed, Depositary may, at the sole cost and expense of the Company) to any Borrower, petition a court of competent jurisdiction to appoint a successor depositary agent to act until such time, if any, as a successor depositary agent shall have accepted its appointment as provided above. A successor depositary agent so appointed by such court shall immediately and without further act be superseded by any successor depositary agent otherwise appointed as provided aboveDepositary. Any such successor depositary agent Depositary shall be capable of acting as a “securities intermediary” (within the meaning of Section 8-102(14102(a)(14) of the UCC) and a “bank” (within the meaning of Section 9 102(a)(8) of the UCC) and shall deliver to each party to this Agreement a written instrument accepting such appointment and thereupon such successor depositary agent Depositary shall succeed to all the rights and duties of Depositary under this Agreement and shall be entitled to receive the Accounts from the predecessor Depositary. If Depositary consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business (including this transaction) or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Depositary so long as such new entity meets the criteria set forth in this Section 3.6.7(b). (c) Upon the replacement of Depositary hereunder, all investments and other amounts held by it or credited to Accounts pursuant to this Agreement shall be transferred to such successor depositary agentDepositary. In the event of the resignation or termination of the Depositary, the Depositary shall be entitled to its reasonable fees and expenses in accordance with the terms hereof Section 3.8 up to the time such resignation or termination becomes effective in accordance with this Section 4.6.93.6.7.

Resignation and Termination. (a) Depositary may at any time resign by giving notice to each other party to this Agreement, such resignation to be effective upon the appointment of a successor depositary agent Depositary as provided below. Depositary also reserves the right, unilaterally, to terminate this Agreement, such termination to be effective: Administrative Agent (i) immediately if Depositary determines (in its sole discretion) that it is (x) obligated to terminate this Agreement or close an Account under statute, rule, regulation, request of a regulatory authority, or any court order or (y) in the event of suspected fraud, bad faith, illegal or suspicious activity in connection with the Accounts. If Depositary exercises its right to unilaterally terminate this Agreement pursuant to this Section 4.6.9, all funds on deposit in the Accounts or credited to the Accounts shall be immediately transferred by Depositary to Collateral Agent. Collateral Agent, at upon the direction of the Required Holders, Majority Lenders) or Borrower (with the prior written consent of Administrative Agent not to be unreasonably withheld or delayed) may remove Depositary at any time by giving notice to each other party to this Agreement, such removal to be effective upon the appointment of a successor depositary agent Depositary as provided below. (b) In the event of any resignation or removal of Depositary, a successor depositary agentDepositary, which shall be a bank or trust company organized under the laws of the United States America, of America or of the State of New York or the State of DelawareYork, having a corporate trust office in the State of New York or the State of Delaware and a capital and surplus of not less than $250,000,0001,500,000,000, shall be appointed by the Company after consultation with Collateral AgentAdministrative Agent after, so long as no Event of Default has occurred and is continuing, approval from Borrower. If a no successor depositary agent Depositary shall not have been so appointed by Administrative Agent (with the consent of the Borrower unless an Event of Default shall have occurred and be continuing), or if such successor Depositary shall have not accepted its appointment as depositary agent such appointment, within 45 thirty (30) days after such the retiring Depositary’s giving of notice of resignation of Depositary or such notice of the removal of the retiring Depositary, Depositarythe Administrative Agent may, Collateral Agent or the Company may apply (at the sole cost and expense on behalf of the Company) to any court of competent jurisdiction to Secured Parties, appoint a successor depositary agent to act until Depositary, which shall be a commercial bank having a corporate trust office in New York and a capital and surplus of not less than $1,500,000,000, unless, within twenty-one (21) days of such timeselection by Administrative Agent and, if anyno Event of Default has occurred and is continuing, Borrower selects a different commercial bank to so act as a Depositary, in which case the commercial bank so selected by Borrower shall become the successor depositary agent shall have accepted its appointment as provided above. A successor depositary agent so appointed by such court shall immediately and without further act be superseded by any successor depositary agent otherwise appointed as provided aboveDepositary. Any such successor depositary agent Depositary shall be capable of acting as a “securities intermediary” (within the meaning of Section 8-102(14102(a)(14) of the UCC) and a “bank” (within the meaning of Section 9 102(a)(8) of the UCC) and shall deliver to each party to this Agreement a written instrument accepting such appointment and thereupon such successor depositary agent Depositary shall succeed to all the rights and duties of Depositary under this Agreement and shall be entitled to receive the Accounts from the predecessor Depositary. If the Depositary consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business (including this transaction) or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Depositary so long as such new entity meets the criteria set forth in this Section 3.6.7(b). (c) Upon the replacement of Depositary hereunder, all investments and other amounts held by it or credited to Accounts pursuant to this Agreement shall be transferred to such successor depositary agentDepositary. In the event of the resignation or termination of the Depositary, the Depositary shall be entitled to its reasonable fees and expenses in accordance with the terms hereof Section 3.8 up to the time such resignation or termination becomes effective in accordance with this Section 4.6.93.6.7.