Common use of Resignation of Securities Intermediary Clause in Contracts

Resignation of Securities Intermediary. The Securities Intermediary may resign and be discharged from its duties hereunder at any time by giving thirty (30) calendar days’ prior written notice of such resignation to Pledgor and Secured Party. Pledgor and Secured Party may jointly remove the Securities Intermediary at any time by giving thirty (30) calendar days’ prior written notice to the Securities Intermediary. Upon such notice, a successor Securities Intermediary shall be appointed by Pledgor and Secured Party, which shall provide written notice of such to the resigning or removed Securities Intermediary. Such successor Securities Intermediary shall become the Securities Intermediary hereunder upon the resignation or removal date specified in such notice. If Pledgor and Secured Party are unable to agree upon a successor Securities Intermediary within thirty (30) days after notice of such resignation, the Securities Intermediary may apply to a court of competent jurisdiction for the appointment of a successor Securities Intermediary or for other appropriate relief. The costs and expenses (including its attorneys’ fees and expenses) incurred by the Securities Intermediary in connection with such proceeding shall be paid by Pledgor. Upon receipt of the identity of the successor Securities Intermediary and such successor Securities Intermediary agreeing to act as Securities Intermediary hereunder and to comply with this Agreement, the Securities Intermediary shall deliver the Collateral then held hereunder to the successor Securities Intermediary; provided that the Securities Intermediary may condition such delivery on the payment of any accrued fees, costs and expenses or other obligations owed to the Securities Intermediary hereunder. Upon its resignation and delivery of the Collateral as set forth in this Section 12, the Securities Intermediary shall be discharged of and from any and all further obligations arising in connection with the Collateral or this Agreement.

Resignation of Securities Intermediary. The Securities Intermediary may resign and be discharged from its duties hereunder at any time by giving thirty (30) calendar days’ prior written notice of such resignation to the Pledgor and Secured Party. The Pledgor and Secured Party may jointly remove the Securities Intermediary at any time by giving thirty (30) calendar days’ prior written notice to the Securities Intermediary. Upon such notice, a successor Securities Intermediary shall be appointed by Pledgor and the Secured Party, which after consultation with the Pledgor, who shall provide written notice of such to the resigning or removed Securities Intermediary. Such successor Securities Intermediary shall become the Securities Intermediary hereunder upon the resignation or removal date specified in such notice. If Pledgor and the Secured Party are unable to agree upon does not appoint a successor Securities Intermediary within thirty (30) days after notice of such resignationnotice, the Securities Intermediary may apply to a court of competent jurisdiction for the appointment of a successor Securities Intermediary or for other appropriate relief. The costs and expenses (including its attorneys’ fees and expenses) incurred by the Securities Intermediary in connection with such proceeding the resignation and/or replacement of the Securities Intermediary shall be paid by the Pledgor. Upon receipt of the identity of the successor Securities Intermediary and such successor Securities Intermediary agreeing to act as Securities Intermediary hereunder and to comply with this AgreementIntermediary, the Securities Intermediary shall either deliver the Collateral then held hereunder to the successor Securities Intermediary; provided that the Securities Intermediary may condition such delivery on the payment of any accrued fees, costs and expenses or other obligations owed to the Securities Intermediary hereunder. Upon its resignation and delivery of the Collateral as set forth in this Section 12, the Securities Intermediary shall be discharged of and from any and all further obligations arising in connection with the Collateral or this Agreement.Confidential ANNEX 23B

Resignation of Securities Intermediary. The Securities Intermediary may resign and be discharged from its duties hereunder at any time by giving thirty (30) calendar days’ prior written notice of such resignation to Pledgor and the Secured PartyParties. Pledgor and the Secured Party Parties may jointly remove the Securities Intermediary at any time by giving thirty (30) calendar days’ prior written notice to the Securities Intermediary. Upon such notice, a successor Securities Intermediary shall be appointed by Pledgor and the Secured PartyParties, which who shall provide written notice of such to the resigning or removed Securities Intermediary. Such successor Securities Intermediary shall become the Securities Intermediary hereunder upon the resignation or removal date specified in such notice. If Pledgor and the Secured Party Parties are unable to agree upon a successor Securities Intermediary within thirty (30) days after notice of such resignationnotice, the Securities Intermediary may apply to a court of competent jurisdiction for the appointment of a successor Securities Intermediary or for other appropriate relief. The costs and reasonable expenses (including its reasonable and documented out-of-pocket attorneys’ fees and expenses) incurred by the Securities Intermediary in connection with such proceeding shall be paid by Pledgor. Upon receipt of the identity of the successor Securities Intermediary and such successor Securities Intermediary agreeing to act as Securities Intermediary hereunder and to comply with this AgreementIntermediary, the Securities Intermediary shall either deliver the Collateral then held hereunder to the successor Securities Intermediary; provided that the , less Securities Intermediary’s fees, costs and reasonable expenses or other obligations owed to Securities Intermediary may condition to be paid from any interest earned in respect of the Collateral, or hold any interest earned in respect of the Collateral (or any portion thereof), pending distribution, until all such delivery on the payment of any accrued fees, costs and expenses or other obligations owed to the Securities Intermediary hereunderare paid. Upon its resignation and delivery of the Collateral as set forth in this Section 12, the Securities Intermediary shall be discharged of and from any and all further obligations arising in connection with the Collateral or this Agreement.

Resignation of Securities Intermediary. The Securities Intermediary may resign and be discharged from its duties hereunder at any time by giving thirty (30) calendar days’ prior days’prior written notice of such resignation to Pledgor and Secured Party. Pledgor and Secured Party may jointly remove the Securities Intermediary at any time by giving thirty (30) calendar days’ prior written notice to the Securities Intermediary. Upon such notice, a successor Securities Intermediary shall be appointed by Pledgor and Secured Party, which shall provide written notice of such to the resigning or removed Securities Intermediary. Such successor Securities Intermediary shall become the Securities Intermediary hereunder upon the resignation or removal date specified in such notice. If Pledgor and Secured Party are unable to agree upon a successor Securities Intermediary within thirty (30) days after notice of such resignationresignation or removal, the Securities Intermediary may apply to a court of competent jurisdiction for the appointment of a successor Securities Intermediary or for other appropriate relief. The costs and expenses (including its attorneys’ reasonable and documented attorney’s fees and expenses) incurred by the Securities Intermediary in connection with such proceeding shall be paid by Pledgor. Upon receipt of the identity of the successor Securities Intermediary and such successor Securities Intermediary agreeing to act as Securities Intermediary hereunder and to comply with this Agreement, the Securities Intermediary shall deliver the Collateral then held hereunder to the successor Securities Intermediary; provided that the Securities Intermediary may condition such delivery on the payment of any accrued fees, costs and expenses or other obligations owed to the Securities Intermediary hereunder. Upon its resignation or removal and delivery of the Collateral as set forth in this Section 12, the Securities Intermediary shall be discharged of and from any and all further obligations arising in connection with the Collateral or this Agreement.

Resignation of Securities Intermediary. The Securities Intermediary may resign and be discharged from its duties hereunder at any time by giving thirty (30) calendar days’ prior written notice of such resignation to the Pledgor and Secured Party. The Pledgor and Secured Party may jointly remove the Securities Intermediary at any time by giving thirty (30) calendar days’ prior written notice to the Securities Intermediary. Upon such notice, a successor Securities Intermediary shall be appointed by the Pledgor and Secured Party, which who shall provide written notice of such to the resigning or removed Securities Intermediary. Such successor Securities Intermediary shall become the Securities Intermediary hereunder upon the resignation or removal date specified in such notice. If the Pledgor and Secured Party are unable to agree upon a successor Securities Intermediary within thirty (30) days after notice of such resignationnotice, the Securities Intermediary may, in its sole discretion, deliver the Collateral to the Pledgor at the address provided herein or may apply to a court of competent jurisdiction for the appointment of a successor Securities Intermediary or for other appropriate relief. The costs and expenses (including its attorneys’ fees and expenses) incurred by the Securities Intermediary in connection with such proceeding shall be paid by the Pledgor. Upon receipt of the identity of the successor Securities Intermediary and such successor Securities Intermediary agreeing to act as Securities Intermediary hereunder and to comply with this AgreementIntermediary, the Securities Intermediary shall either deliver the Collateral then held hereunder to the successor Securities Intermediary; provided that , less the Securities Intermediary may condition such delivery on the payment of any accrued Intermediary’s fees, costs and expenses or other obligations owed to the Securities Intermediary hereunderto be paid from any interest earned in respect of the Collateral, or hold any interest earned in respect of the Collateral (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon its resignation and delivery of the Collateral as set forth in this Section 1213, the Securities Intermediary shall be discharged of and from any and all further obligations arising in connection with the Collateral or this Agreement.