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

Resignation of the Agent and the Security Agent. a) Each of the Agent and the Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrowers. b) Alternatively either the Agent or the Security Agent may resign by giving thirty (30) days' notice to the other Finance Parties and the Borrowers, in which case the Majority Lenders (after consultation with the Borrowers) may appoint a successor Agent or Security Agent, as applicable. c) If the Majority Lenders have not appointed a successor Agent or Security Agent, as applicable, in accordance with paragraph b) above within twenty (20) days after notice of resignation was given, the retiring Agent or retiring Security Agent (after consultation with the Borrowers) may appoint a successor Agent or Security Agent, as applicable. d) The retiring Agent or retiring Security Agent shall, at its own cost, make available to the successor Agent or successor Security Agent such documents and records and provide such assistance as the successor Agent or successor Security Agent may reasonably request for the purposes of performing its functions as Agent or as Security Agent, as the case may be, under the Finance Documents. e) The resignation notice provided by either the Agent or the Security Agent shall only take effect upon the appointment of a successor. f) Upon the appointment of a successor, the retiring Agent or the retiring Security Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 28. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. g) After consultation with the Borrowers, the Majority Lenders may, by notice to the Agent or the Security Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent or the Security Agent shall resign in accordance with paragraph b) above. h) The Agent shall resign in accordance with paragraph b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 14.7 (FATCA Information) and the Company or reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 14.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Company that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (iv) and (in each case) the Company reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Company, by notice to the Agent, requires it to resign.

Resignation of the Agent and the Security Agent. (a) Each of the The Agent and the Security Agent may resign and appoint one of its Affiliates Af­filiates acting through an office in one of the Participating Member States as successor by giving notice to the other Finance Parties and the Borrowers. (b) Alternatively either the Agent or and the Security Agent may resign by giving thirty (30) days' notice no­tice to the other Finance Parties and the Borrowers, in which case the Majority Lenders (after consultation with the BorrowersGerman Borrower) may appoint a successor Agent or Security Agent, as applicable. (c) If the Majority Lenders have not appointed a successor Agent or Security Agent, as applicable, Agent in accordance with paragraph (b) above within twenty (20) 30 days after notice no­tice of resignation was given, the retiring Agent or retiring the Security Agent (after consultation con­sultation with the BorrowersGerman Borrower) may appoint a successor Agent or Security Agent, as applicableAgent (acting through an office in one of the Participating Member States). (d) The retiring Agent or retiring Security Agent shall, at its own cost, make available avail­able to the successor Agent or successor Security Agent such documents and records re­cords and provide such assistance as the successor Agent or successor the Security Agent may reasonably request for the purposes of performing its functions func­tions as Agent or as Security Agent, as the case may be, under the Finance Documents. (e) The resignation notice provided by either the Agent Agent's or the Security Agent Agent's resignation notice shall only take effect ef­fect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Agent or the retiring Security Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 2829. Any Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (g) After consultation with the BorrowersGerman Borrower, the Majority Lenders may, by notice to the Agent or the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent or the Security Se­curity Agent shall resign in accordance with paragraph (b) above. h) The Agent shall resign in accordance with paragraph b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 14.7 (FATCA Information) and the Company or reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 14.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Company that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (iv) and (in each case) the Company reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Company, by notice to the Agent, requires it to resign.

Resignation of the Agent and the Security Agent. (a) Each of the Agent and the Security Agent may resign and appoint one of Notwithstanding its Affiliates as successor by giving notice to the other Finance Parties and the Borrowers. b) Alternatively either irrevocable appointment, the Agent or the Security Agent may resign by giving thirty (30) days' notice to the other Finance Parties Banks and the BorrowersBorrower, in which case the Majority Lenders (after consultation with the Borrowers) may appoint a successor Agent or Security Agent, as applicable. c) If the Majority Lenders have not appointed a successor Agent or Security Agent, as applicable, in accordance with paragraph b) above within twenty (20) days after notice of resignation was given, the retiring Agent or retiring Security Agent (after consultation with the Borrowers) may appoint a successor Agent or Security Agent, as applicable. d) The retiring Agent or retiring Security Agent shall, at its own cost, make available to the successor Agent or successor Security Agent such documents and records and provide such assistance as the successor Agent or successor Security Agent may reasonably request for the purposes of performing its functions as Agent or as Security Agent, as the case may be, under may, with the Finance Documentsprior written consent of the Borrower (such consent not to be unreasonably withheld), and subject, in the case of the Security Agent, to Clause 25.17 (Security Agent as Administrator) and the Collateral Sharing Intercreditor Agreement, forthwith appoint one of its Affiliates as successor Agent or Security Agent or, failing that, the Majority Banks, subject, in the case of the Security Agent, to Clause 25.17 (Security Agent as Administrator) and the Collateral Sharing Intercreditor Agreement, may appoint a successor Agent or Security Agent with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed). e(b) The resignation notice provided by either the Agent or the Security Agent shall only take effect upon If the appointment of a successorsuccessor Agent or Security Agent is to be made by the Majority Banks but they have not, within 30 days after notice of resignation, appointed a successor Agent or Security Agent which accepts the appointment, the Agent or Security Agent may, subject, in the case of the Security Agent, to Clause 25.17 (Security Agent as Administrator) and the Collateral Sharing Intercreditor Agreement, appoint a successor Agent or Security Agent. f(c) Upon The resignation of an Agent or Security Agent and the appointment of a successorany successor Agent or Security Agent will both become effective only upon the successor Agent or Security Agent notifying all the Parties that it accepts its appointment. On giving the notification, the retiring successor Agent or the retiring Security Agent shall be discharged from any further obligation will succeed to the position of the Agent or Security Agent in respect of the Finance Documents but shall remain entitled to relevant Facility and the benefit of this Clause 28. Any term "AGENT" or "SECURITY AGENT" will mean the successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. g) After consultation with the Borrowers, the Majority Lenders may, by notice to the Agent or the Security Agent, require it to resign in accordance with paragraph b) above. In this event, as the Agent or the Security Agent shall resign in accordance with paragraph b) abovecase may be. h) The Agent shall resign in accordance with paragraph b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 14.7 (FATCA Information) and the Company or reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 14.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Company that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (iv) and (in each case) the Company reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Company, by notice to the Agent, requires it to resign.

Resignation of the Agent and the Security Agent. (a) Each of the The Agent and the Security Agent may resign and appoint one of its Affiliates acting through an office in one of the Participating Member States as successor by giving notice to the other Finance Parties and the Borrowers. (b) Alternatively either the Agent or and the Security Agent may resign by giving thirty (30) days' notice to the other Finance Parties and the Borrowers, in which case the Majority Lenders (after consultation with the BorrowersGerman Borrower) may appoint a successor Agent or Security Agent, as applicable. (c) If the Majority Lenders have not appointed a successor Agent or Security Agent, as applicable, Agent in accordance with paragraph (b) above within twenty (20) 30 days after notice of resignation was given, the retiring Agent or retiring the Security Agent (after consultation with the BorrowersGerman Borrower) may appoint a successor Agent or Security Agent, as applicableAgent (acting through an office in one of the Participating Member States). (d) The retiring Agent or retiring Security Agent shall, at its own cost, make available to the successor Agent or successor Security Agent such documents and records and provide such assistance as the successor Agent or successor the Security Agent may reasonably request for the purposes of performing its functions as Agent or as Security Agent, as the case may be, under the Finance Documents. (e) The resignation notice provided by either the Agent Agent's or the Security Agent Agent's resignation notice shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Agent or the retiring Security Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 2829. Any Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (g) After consultation with the BorrowersGerman Borrower, the Majority Lenders may, by notice to the Agent or the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent or the Security Agent shall resign in accordance with paragraph (b) above. h) The Agent shall resign in accordance with paragraph b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 14.7 (FATCA Information) and the Company or reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 14.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Company that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (iv) and (in each case) the Company reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Company, by notice to the Agent, requires it to resign.

Resignation of the Agent and the Security Agent. (a) Each of the Agent and the Security Agent may resign and appoint one of its Affiliates acting as successor by giving notice to the other Finance Parties and the BorrowersBorrower. (b) Alternatively either the Agent or the Security Agent may resign by giving thirty (30) 30 days' ’ notice to the other Finance Parties and the BorrowersBorrower, in which case the Majority Lenders (after consultation with the Borrowersother Finance Parties and the Borrower) may appoint a successor Agent or Security Agent, Agent (as applicable). (c) If the Majority Lenders have not appointed a successor Agent or Security Agent, as applicable, Agent in accordance with paragraph (b) above within twenty (20) 20 days after notice of resignation was given, the retiring Agent or retiring Security Agent (as applicable) (after consultation with the Borrowersother Finance Parties and the Borrower) may appoint a successor Agent or Security Agent, Agent (as applicable). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 29 and any other term of this Agreement dealing with the rights or obligations of the Agent that are reasonably acceptable to the Borrower and consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and reasonably acceptable to the Borrower and those amendments will bind the Parties. (e) The retiring Agent or retiring Security Agent (as applicable) shall, at its own cost, make available to the successor Agent or successor Security Agent (as applicable) such documents and records and provide such assistance as the successor Agent or successor Security Agent may reasonably request for the purposes of performing its functions as Agent or Security Agent (as Security Agent, as the case may be, applicable) under the Finance Documents. e(f) The resignation notice provided by either of the Agent or the Security Agent (as applicable) shall only take effect upon upon: (i) the appointment of a successor; and (ii) (in the case of the Security Agent) the transfer of the Security Property to that successor. f(g) Upon the appointment of a successor, the retiring Agent or the retiring Security Agent (as applicable) shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 29.25 (Winding up of trust) and (e) above but shall remain entitled to the benefit of Clause 13.3 (Indemnity to the Agent), Clause 13.4 (Indemnity to the Security Agent) and this Clause 2829 (and any fees for the account of the retiring Agent or Security Agent (as applicable) shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. g(h) After consultation with the BorrowersBorrower, the Majority Lenders may, by giving 30 days’ notice to the Agent or the Security AgentAgent (as applicable), require it to resign in accordance with paragraph (b) above. In this event, the Agent or the Security Agent (as applicable) shall resign in accordance with paragraph (b) above. h(i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 14.7 11.8 (FATCA Information) and the Company Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 14.7 11.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Company Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (iv) ; and (in each case) the Company Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the CompanyBorrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent and the Security Agent. (a) Each of the Agent and the Security Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong as successor by giving notice to the other Finance Parties and the BorrowersBorrower. (b) Alternatively either Alternatively, the Agent or the Security Agent may resign by giving thirty (30) 30 days' notice to the other Finance Parties and the BorrowersBorrower, in which case the 49173559_13 Majority Lenders (after consultation with the Borrowersother Finance Parties and the Borrower) may appoint a successor Agent or Security Agent, Agent (as applicable). (c) If the Majority Lenders have not appointed a successor Agent or Security Agent, as applicable, Agent in accordance with paragraph (b) above within twenty (20) 30 days after notice of resignation was given, the retiring Agent or retiring Security Agent (as applicable) (after consultation with the Borrowersother Finance Parties) may appoint a successor Agent or Security Agent, Agent (as applicable) (acting through an office in Hong Kong). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 24 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties. (e) The retiring Agent or retiring Security Agent shall, at its own cost, (as applicable) shall make available to the successor Agent or successor Security Agent (as applicable) such documents and records and provide such assistance as the successor Agent or successor Security Agent (as applicable) may reasonably request for the purposes of performing its functions as Agent or Security Agent (as Security Agent, as the case may be, applicable) under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Agent or Security Agent (as applicable) for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. e(f) The resignation notice provided by either of the Agent or the Security Agent (as applicable) shall only take effect upon upon: (i) the appointment of a successor; and (ii) (in the case of the Security Agent) the transfer of the Security Property to that successor. f(g) Upon the appointment of a successor, the retiring Agent or the retiring Security Agent (as applicable) shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (ii) of Clause 24.25 (Winding up of trust) and paragraph (e) above) but shall remain entitled to the benefit of Clause 15.3 (Indemnity to the Agent), Clause 15.4 (Indemnity to the Security Agent) and this Clause 2824 (and any fees for the account of the retiring Agent or Security Agent (as applicable) shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst among themselves as they would have had if such successor had been an original Party.. 49173559_13 g(h) After consultation with the BorrowersBorrower, the Majority Lenders may, by giving 30 days' notice to the Agent or the Security AgentAgent (as applicable), require it to resign in accordance with paragraph (b) above. In this event, the Agent or the Security Agent (as applicable) shall resign in accordance with paragraph (b) aboveabove but the cost referred to in paragraph (e) above shall be for the account of the Borrower. h(i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 14.7 12.7 (FATCA Informationinformation) and the Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 14.7 12.7 (FATCA Informationinformation) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Company Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (iv) , and (in each case) the Company a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Companythat Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent and the Security Agent. (a) Each of the Agent and and/or the Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrowers. (b) Alternatively either the Agent or the Security Agent may resign by giving thirty (30) days' ’ notice to the other Finance Parties and the Borrowers, in which case the Majority Lenders (after consultation with the other Finance Parties and the Borrowers) may appoint a successor Agent or Security Agent, Agent (as applicable). (c) If the Majority Lenders have not appointed a successor Agent or Security Agent, as applicable, Agent in accordance with paragraph (b) above within twenty (20) days after notice of resignation was given, the retiring Agent or retiring Security Agent (as applicable) (after consultation with the other Finance Parties and the Borrowers) may appoint a successor Agent or Security Agent, Agent (as applicable). (d) The retiring Agent or retiring Security Agent shall, at its own cost, (as applicable) shall make available to the successor Agent or successor Security Agent (as applicable) such documents and records and provide such assistance as the successor Agent or successor Security Agent may reasonably request for the purposes of performing its functions as Agent or Security Agent (as Security Agent, as the case may be, applicable) under the Finance Documents. (e) The resignation notice provided by either of the Agent or the Security Agent (as applicable) shall only take effect upon upon: (i) the appointment of a successor; and (ii) (in the case of the Security Agent) the transfer of the Security Property to that successor. (f) Upon the appointment of a successor, the retiring Agent or the retiring Security Agent (as applicable) shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (ii) of Clause 30.25 (Winding up of trust) and (e) above) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent), Clause 14.4 (Indemnity to the Security Agent) and this Clause 2830.12 (and any fees for the account of the retiring Agent or Security Agent (as applicable) shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (g) After consultation with the Borrowers, the Majority Lenders may, by giving thirty (30) days’ notice to the Agent or the Security AgentAgent (as applicable), require it to resign in accordance with paragraph (b) above. In this event, the Agent or the Security Agent (as applicable) shall resign in accordance with paragraph (b) aboveabove but the cost referred to in paragraph (e) above shall be for the account of the Borrowers. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 14.7 12.7 (FATCA Informationinformation) and the Company Borrowers or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 14.7 12.7 (FATCA Informationinformation) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Company Borrowers and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (iv) ; and (in each case) the Company Borrowers or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the CompanyBorrowers or that ▇▇▇▇▇▇, by notice to the Agent, requires it to resign.

Resignation of the Agent and the Security Agent. (a) Each of the The Agent and the Security Agent may resign and appoint one of its Affiliates acting through an office in one of the Participating Member States as successor by giving notice to the other Finance Parties and the Borrowers. (b) Alternatively either the Agent or and the Security Agent may resign by giving thirty (30) days' notice to the other Finance Parties and the Borrowers, in which case the Majority Lenders (after consultation with the BorrowersGerman Borrower) may appoint a successor Agent or Security Agent, as applicable. (c) If the Majority Lenders have not appointed a successor Agent or Security Agent, as applicable, Agent in accordance with paragraph (b) above within twenty (20) 30 days after notice of resignation was given, the retiring Agent or retiring the Security Agent (after consultation with the BorrowersGerman Borrower) may appoint a successor Agent or Security Agent, as applicableAgent (acting through an office in one of the Participating Member States). (d) The retiring Agent or retiring Security Agent shall, at its own cost, make available to the successor Agent or successor Security Agent such documents and records and provide such assistance as the successor Agent or successor the Security Agent may reasonably request for the purposes of performing its functions as Agent or as Security Agent, as the case may be, under the Finance Documents. (e) The resignation notice provided by either the Agent Agent's or the Security Agent Agent's resignation notice shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Agent or the retiring Security Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 28. Any Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (g) After consultation with the BorrowersGerman Borrower, the Majority Lenders may, by notice to the Agent or the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent or the Security Agent shall resign in accordance with paragraph (b) above. (h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 14.7 15.13 (FATCA Information) and the Company German Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 14.7 15.13 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Company German Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (iv) ; and (in each case) the Company reasonably German Borrower or a Lender believes that a Party will may be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the CompanyGerman Borrower or that Lender, by notice to the Agent, requires it to resign.

Resignation of the Agent and the Security Agent. (a) Each of the Agent and the Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the BorrowersBorrower. (b) Alternatively either each of the Agent or and the Security Agent may resign by giving thirty (30) days' notice to the other Finance Parties and the BorrowersBorrower, in which case the Majority Lenders (after consultation with the BorrowersBorrower) may appoint a successor Agent or Security Agent, Agent (as applicablethe case may be). (c) If the Majority Lenders have not appointed a successor Agent or Security Agent, as applicable, Agent in accordance with paragraph bClause 27.12(b) above within twenty thirty (2030) days after notice of resignation was given, the retiring Agent or retiring the Security Agent (after consultation with the BorrowersBorrower) may appoint a successor Agent or Security Agent, . (d) If the Agent or Security Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent or Security Agent (as applicable) is entitled to appoint a successor under paragraph (c) above, the Agent or Security Agent (applicable) may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent or Security Agent to become a party to this Agreement) agree with the proposed successor Agent or Security Agent (as applicable) amendments to this Clause 27 consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fees payable under this Agreement which are consistent with the successor Agent’s or Security Agent’s (as applicable) normal fee rates and those amendments will bind the Parties. d(e) The retiring Agent or retiring Security Agent shall, at its own cost, make available to the its successor Agent or successor Security Agent such documents and records and provide such assistance as the its successor Agent or successor Security Agent may reasonably request for the purposes of performing its functions as Agent or as Security Agent, as the case may be, Agent under the Finance Documents. e(f) The Agent’s resignation notice provided by either the Agent or the Security Agent shall only take effect upon the appointment of a successor. f(g) The Security Agent’s resignation notice shall only take effect upon: (i) the appointment of a successor; and (ii) the transfer of all of any Lien expressed to be created under the Security Documents to that successor. (h) Upon the appointment of a successor, the retiring Agent or the retiring Security Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Agent), Clause 14.4 (Indemnity to the Security Agent) and this Clause 2827.12 (and any agency fees for the account of the retiring Agent or Security Agent (as applicable) shall cease to accrue from (and shall be payable on) that date). Any Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. g) After consultation with the Borrowers, the Majority Lenders may, by notice to the Agent or the Security Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent or the Security Agent shall resign in accordance with paragraph b) above. h) The Agent shall resign in accordance with paragraph b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 14.7 (FATCA Information) and the Company or reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 14.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Company that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (iv) and (in each case) the Company reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Company, by notice to the Agent, requires it to resign.

Resignation of the Agent and the Security Agent. (a) Each of the Agent and the Security Agent may resign and appoint one of its Affiliates acting through an office in Hong Kong as successor by giving notice to the other Finance Parties and the BorrowersBorrower. (b) Alternatively either the Agent or the Security Agent may resign by giving thirty (30) 30 days' notice to the other Finance Parties and the BorrowersBorrower, in which case the Majority Lenders (after consultation with the Borrowersother Finance Parties and the Borrower) may appoint a successor Agent or Security Agent, Agent (as applicable). (c) If the Majority Lenders have not appointed a successor Agent or Security Agent, as applicable, Agent in accordance with paragraph (b) above within twenty (20) 30 days after notice of resignation was given, the retiring Agent or retiring Security Agent (as applicable) (after consultation with the Borrowersother Finance Parties and the Borrower) may appoint a successor Agent or Security Agent, Agent (as applicable) (acting through an office in Hong Kong). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 25 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties. (e) The retiring Agent or retiring Security Agent (as applicable) shall, at its own cost, make available to the successor Agent or successor Security Agent (as applicable) such documents and records and provide such assistance as the successor Agent or successor Security Agent (as applicable) may reasonably request for the purposes of performing its functions as Agent or Security Agent (as Security Agent, as the case may be, applicable) under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Agent or Security Agent (as applicable) for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. e(f) The resignation notice provided by either of the Agent or the Security Agent (as applicable) shall only take effect upon upon: (i) the appointment of a successor; and (ii) (in the case of the Security Agent) the transfer of the Security Property to that successor. f(g) Upon the appointment of a successor, the retiring Agent or the retiring Security Agent (as applicable) shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 25.24 (Winding up of trust) and paragraph (e) above) but shall remain entitled to the benefit of Clause 15.3 (Indemnity to the Agent), Clause 15.4 (Indemnity to the Security Agent) and this Clause 2825 (and any fees for the account of the retiring Agent or Security Agent (as applicable) shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst among themselves as they would have had if such successor had been an original Party. g(h) After consultation with the BorrowersBorrower, the Majority Lenders may, by giving 30 days' notice to the Agent or the Security AgentAgent (as applicable), require it to resign in accordance with paragraph (b) above. In this event, the Agent or the Security Agent (as applicable) shall resign in accordance with paragraph (b) aboveabove but the cost referred to in paragraph (e) above shall be for the account of the Borrower. h(i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 14.7 12.7 (FATCA Informationinformation) and the Company Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 14.7 12.7 (FATCA Informationinformation) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Company Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (iv) , and (in each case) the Company Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the CompanyBorrower or that L▇▇▇▇▇, by notice to the Agent, requires it to resign.

Resignation of the Agent and the Security Agent. (a) Each of the Agent and the Security Agent may resign and appoint one of its Affiliates acting through an office as successor by giving notice to the other Finance Parties and the BorrowersBorrower. (b) Alternatively either the Agent or the Security Agent may resign by giving thirty (30) 30 days' notice to the other Finance Parties and the BorrowersBorrower, in which case the Majority Lenders (after consultation with the Borrowersother Finance Parties and the Borrower) may appoint a successor Agent or Security Agent, Agent (as applicable). (c) If the Majority Lenders have not appointed a successor Agent or Security Agent, as applicable, Agent in accordance with paragraph bclause 26.13(b) above within twenty (20) days 20 Business Days after notice of resignation was given, the retiring Agent or retiring Security Agent (as applicable) (after consultation with the Borrowersother Finance Parties and Borrower) may appoint a successor Agent or Security Agent, Agent (as applicable). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under clause 26.13(c), the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this clause 26 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties. (e) The retiring Agent or retiring Security Agent (as applicable) shall, at its own cost, make available to the successor Agent or successor Security Agent (as applicable) such documents and records and provide such assistance as the successor Agent or successor Security Agent may reasonably request for the purposes of performing its functions as Agent or Security Agent (as Security Agent, as the case may be, applicable) under the Finance Documents. e) . The resignation notice provided by either the Agent or the Security Agent shall only take effect upon the appointment Borrower shall, within three Business Days of a successor. f) Upon the appointment of a successordemand, reimburse the retiring Agent or the retiring Security Agent shall be discharged from any further obligation (as applicable) for the amount of all costs and expenses (including legal fees) properly incurred by it in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 28. Any successor making available such documents and each of the other Parties shall have the same rights records and obligations amongst themselves as they would have had if providing such successor had been an original Partyassistance. g) After consultation with the Borrowers, the Majority Lenders may, by notice to the Agent or the Security Agent, require it to resign in accordance with paragraph b) above. In this event, the Agent or the Security Agent shall resign in accordance with paragraph b) above. h) The Agent shall resign in accordance with paragraph b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 14.7 (FATCA Information) and the Company or reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 14.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Company that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (iv) and (in each case) the Company reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Company, by notice to the Agent, requires it to resign.

Resignation of the Agent and the Security Agent. a(i) Each of the The Agent and the Security Agent may resign and appoint one of its Affiliates acting through an office in one of the Participating Member States as successor by giving notice to the other Finance Parties and the Borrowers. b(ii) Alternatively either the Agent or and the Security Agent may resign by giving thirty (30) days' notice to the other Finance Parties and the Borrowers, in which case the Majority Lenders (after consultation with the BorrowersGerman Borrower) may appoint a successor Agent or Security Agent, as applicable. c(iii) If the Majority Lenders have not appointed a successor Agent or Security Agent, as applicable, Agent in accordance with paragraph b‎(b) above within twenty (20) 30 days after notice of resignation was given, the retiring Agent or retiring the Security Agent (after consultation with the BorrowersGerman Borrower) may appoint a successor Agent or Security Agent, as applicableAgent (acting through an office in one of the Participating Member States). d(iv) The retiring Agent or retiring Security Agent shall, at its own cost, make available to the successor Agent or successor Security Agent such documents and records and provide such assistance as the successor Agent or successor the Security Agent may reasonably request for the purposes of performing its functions as Agent or as Security Agent, as the case may be, under the Finance Documents. e(v) The resignation notice provided by either the Agent Agent's or the Security Agent Agent's resignation notice shall only take effect upon the appointment of a successor. f(vi) Upon the appointment of a successor, the retiring Agent or the retiring Security Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 28‎29. Any Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. g(vii) After consultation with the BorrowersGerman Borrower, the Majority Lenders may, by notice to the Agent or the Security Agent, require it to resign in accordance with paragraph b‎(b) above. In this event, the Agent or the Security Agent shall resign in accordance with paragraph b‎(b) above. h) The Agent shall resign in accordance with paragraph b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 14.7 (FATCA Information) and the Company or reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 14.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Company that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (iv) and (in each case) the Company reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Company, by notice to the Agent, requires it to resign.

Resignation of the Agent and the Security Agent. a(i) Each of the The Agent and the Security Agent may resign and appoint one of its Affiliates acting through an office in one of the Participating Member States as successor by giving notice to the other Finance Parties and the Borrowers. b(ii) Alternatively either the Agent or and the Security Agent may resign by giving thirty (30) days' notice to the other Finance Parties and the Borrowers, in which case the Majority Lenders (after consultation with the BorrowersGerman Borrower) may appoint a successor Agent or Security Agent, as applicable. c(iii) If the Majority Lenders have not appointed a successor Agent or Security Agent, as applicable, Agent in accordance with paragraph b(ii) above within twenty (20) 30 days after notice of resignation was given, the retiring Agent or retiring the Security Agent (after consultation with the BorrowersGerman Borrower) may appoint a successor Agent or Security Agent, as applicableAgent (acting through an office in one of the Participating Member States). d(iv) The retiring Agent or retiring Security Agent shall, at its own cost, make available to the successor Agent or successor Security Agent such documents and records and provide such assistance as the successor Agent or successor the Security Agent may reasonably request for the purposes of performing its functions as Agent or as Security Agent, as the case may be, under the Finance Documents. e(v) The resignation notice provided by either the Agent Agent's or the Security Agent Agent's resignation notice shall only take effect upon the appointment of a successor. f(vi) Upon the appointment of a successor, the retiring Agent or the retiring Security Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 2837. Any Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. g(vii) After consultation with the BorrowersGerman Borrower, the Majority Lenders may, by notice to the Agent or the Security Agent, require it to resign in accordance with paragraph b(ii) above. In this event, the Agent or the Security Agent shall resign in accordance with paragraph b(ii) above. h) The Agent shall resign in accordance with paragraph b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph c) above) if on or after the date which is three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 14.7 (FATCA Information) and the Company or reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 14.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or (iii) the Agent notifies the Company that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (iv) and (in each case) the Company reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Company, by notice to the Agent, requires it to resign.

Resignation of the Agent and the Security Agent. (a) Each of the Agent and the Security Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the other Finance Parties and the BorrowersBorrower. (b) Alternatively either the Agent or the Security Agent may resign by giving thirty (30) 30 days' ’ notice to the other Finance Parties and the BorrowersBorrower, in which case the Majority Lenders (after consultation with the Borrowersother Finance Parties and the Borrower) may appoint a successor Agent or Security Agent, Agent (as applicable). (c) If the Majority Lenders have not appointed a successor Agent or Security Agent, as applicable, Agent in accordance with paragraph (b) above within twenty (20) 20 days after notice of resignation was given, the retiring Agent or retiring Security Agent (as applicable) (after consultation with the Borrowersother Finance Parties and Borrower) may appoint a successor Agent or Security Agent, Agent (as applicable) (acting through an office in the United Kingdom). (d) If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 25 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties. (e) The retiring Agent or retiring Security Agent shall, at its own cost, (as applicable) shall make available to the successor Agent or successor Security Agent (as applicable) such documents and records and provide such assistance as the successor Agent or successor Security Agent may reasonably request for the purposes of performing its functions as Agent or Security Agent (as Security Agent, as the case may be, applicable) under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Agent or Security Agent (as applicable) for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. e(f) The resignation notice provided by either of the Agent or the Security Agent (as applicable) shall only take effect upon upon: (i) the appointment of a successor; and (ii) (in the case of the Security Agent) the transfer of the Security Property to that successor. f(g) The appointment of the successor Agent or Security Agent (as applicable) shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent or Security Agent (as applicable). Upon the appointment of a successor, the retiring Agent or the retiring Security Agent (as applicable) shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 25.26 (Winding up of trust) and paragraph (e) above) but shall remain entitled to the benefit of Clause 13.3 (Indemnity to the Agent), Clause 13.4 (Indemnity to the Security Agent) and this Clause 2825 (and any fees for the account of the retiring Agent or Security Agent (as applicable) shall cease to accrue from (and shall be payable on) that date). Any Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. g(h) After consultation with the BorrowersBorrower, the Majority Lenders may, by giving 30 days’ notice to the Agent or the Security AgentAgent (as applicable), require it to resign in accordance with paragraph (b) above. In this event, the Agent or the Security Agent (as applicable) shall resign in accordance with paragraph (b) aboveabove but the cost referred to in paragraph (e) above shall be for the account of the Borrower. h(i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is his three (3) months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either: (i) the Agent fails to respond to a request under Clause 14.7 11.7 (FATCA Information) and the Company Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (ii) the information supplied by the Agent pursuant to Clause 14.7 11.7 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that the FATCA Application Date; or (iii) the Agent notifies the Company Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; (iv) , and (in each case) the Company Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the CompanyBorrower or that Lender, by notice to the Agent, requires it to resign.