Agreement of Resignation, Appointment and Acceptance Sample Contracts

RECITALS:
Agreement of Resignation, Appointment and Acceptance • February 7th, 2007 • Ashland Inc. • Wholesale-chemicals & allied products • New York
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Agreement of Resignation, Appointment and Acceptance • March 19th, 2008 • Realogy Corp • Real estate agents & managers (for others) • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of January 8, 2008 by and among REALOGY CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware and having its principal office at One Campus Drive, Parsippany, New Jersey 07054 (the “Company”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having its principal corporate trust office at 707 Wilshire Blvd., 17th Floor, Los Angeles, California 90017 (“Resigning Trustee”) and THE BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of the State of New York and having its principal corporate trust office at 101 Barclay Street, New York, New York 10286 (“Successor Trustee”).

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Agreement of Resignation, Appointment and Acceptance • January 28th, 2022 • Tilray Brands, Inc. • Medicinal chemicals & botanical products • New York

On AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of January 27, 2022, by and among TILRAY BRANDS, INC. (f/k/a TILRAY, INC. (f/k/a APHRIA INC.)), a corporation duly organized and existing under the laws of the State of Delaware, having its principal office 655 Madison Avenue, 19th Floor, New York, New York, 10065 (the “Company”), COMPUTERSHARE TRUST COMPANY, N.A., a national association duly organized and existing under the laws of the United States, having a corporate trust office at 6200 South Quebec Street, Greenwood Village, Colorado 80111 (“Successor Trustee”), and GLAS TRUST COMPANY LLC, a limited liability company duly organized and existing under the laws of the State of New Hampshire, having a corporate trust office at 3 Second Street, Suite 206, Jersey City, New Jersey 07311 (“Resigning Trustee”).

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Agreement of Resignation, Appointment and Acceptance • May 7th, 2010 • West Corp • Services-business services, nec • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of April 8, 2010 by and among West Corporation, a corporation duly organized and existing under the laws of the state of Delaware and having its principal office at 11808 Miracle Hills Drive, Omaha, NE 68154 (the “Issuer”), The Bank of New York Mellon, (“Prior Trustee”) and The Bank of New York Mellon Trust Company, N.A. (the “Successor Trustee”).

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Agreement of Resignation, Appointment and Acceptance • August 9th, 2011 • PNM Resources Inc • Electric services • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, effective as of May 1, 2011 (the “Agreement”), by and among Public Service Company of New Mexico, a New Mexico corporation and having its principal office at Alvarado Square, Albuquerque, New Mexico 87158 (the “Company”), The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States and having a corporate trust office at 700 South Flower Street, Suite 500, Los Angeles, California 90017, as successor trustee, pursuant to one or more successor trusteeships, to The Chase Manhattan Bank (the “Resigning Trustee”), and Union Bank, N.A., a national banking association duly organized and existing under the laws of the United States and having a corporate trust office at 120 S. San Pedro Street, Ste. 400, Los Angeles, California 90012 (the “Successor Trustee”).

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Agreement of Resignation, Appointment and Acceptance • October 1st, 2012 • Meritage Homes CORP • Operative builders • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of September 27, 2012 by and among Meritage Homes Corporation, a corporation duly organized and existing under the laws of Maryland and having its principal office at 17851 North 85th Street, Suite 300, Scottsdale, Arizona 85255 (the “Company”), Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States and having a corporate trust office at 707 Wilshire Blvd., Los Angeles, California 90017 (“Successor Trustee”) and HSBC Bank USA, National Association, a national banking association duly organized and existing under the laws of the United States and having a corporate trust office at 8 East 40th Street, New York, New York 10016 (“Resigning Trustee”).

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Agreement of Resignation, Appointment and Acceptance • March 2nd, 2009 • Nortel Networks Corp • Telephone & telegraph apparatus • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of February 12, 2009 among NORTEL NETWORKS LIMITED, formerly known as NORTHERN TELECOM LIMITED, a Canadian corporation (the “Guarantor”), NORTEL NETWORKS CAPITAL CORPORATION, formerly known as NORTHERN TELECOM CAPITAL CORPORATION, a Delaware corporation (the “Issuer”), THE BANK OF NEW YORK MELLON, formerly known as The Bank of New York, a national banking association duly organized and existing under the laws of the United States of America, having its corporate trust office at 101 Barclay Street New York, New York 10286 (the “Resigning Trustee”), and LAW DEBENTURE TRUST COMPANY OF NEW YORK, a New York banking corporation duly organized and existing under the laws of the State of New York and having a corporate trust office at 400 Madison Avenue, 4th Floor, New York, New York 10017, as successor Trustee (the “Successor Trustee”).

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE DEBT SECURITIES INDENTURE
Agreement of Resignation, Appointment and Acceptance • June 19th, 2019 • Bristow Group Inc • Air transportation, nonscheduled • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Agreement”), dated as of May 8, 2019 by and among Bristow Group Inc. (the “Issuer”), a Delaware corporation, and Wilmington Trust, National Association (“Wilmington Trust” or “Successor Trustee”), a national banking association duly organized and existing under the laws of the United States of America, and U.S. Bank National Association (“U.S. Bank” or “Predecessor Trustee”), a national banking association duly organized and existing under the laws of the United States of America. Defined terms used herein shall have the respective meaning ascribed thereto in the Indenture.

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Agreement of Resignation, Appointment and Acceptance • May 15th, 2020 • Ultra Petroleum Corp • Crude petroleum & natural gas • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of May 12, 2020 by and among Ultra Resources, Inc., a Delaware corporation (the “Company”), UMB Bank, N.A. a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 120 South Sixth Street, Suite 1400, Minneapolis, Minnesota, 55402, (the “Successor Trustee”) and Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 15950 North Dallas Parkway, Suite 550, Dallas, Texas 75248, (the “Resigning Trustee”).

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE FIRST-PRIORITY NOTES INDENTURES
Agreement of Resignation, Appointment and Acceptance • April 11th, 2019 • Hexion Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Agreement”), dated as of April 9, 2019 by and among Hexion Inc. (“Hexion”), a corporation duly organized and existing under the laws of the State of New Jersey (as issuer and successor issuer for Hexion U.S. Finance Corp. and Hexion 2 U.S. Finance Corp., as applicable, the “Issuer”), and U.S. Bank National Association (“U.S. Bank” or “Successor Trustee”), a national banking association duly organized and existing under the laws of the United States of America, and Wilmington Trust, National Association (“Wilmington Trust” or “Predecessor Trustee”), a national banking association duly organized and existing under the laws of the United States of America.

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
Agreement of Resignation, Appointment and Acceptance • November 1st, 2013 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York

This AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Agreement”), dated as of September 5, 2013 (the “Effective Date”), by and among AVIS BUDGET CAR RENTAL, LLC, a limited liability company organized under the laws of the State of Delaware (“ABCR”), AVIS BUDGET FINANCE, INC. a corporation duly organized and existing under the laws of State of Delaware (“Avis Finance”, and together with ABCR, the “Issuers”), THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, a trust company duly organized and existing under the laws of the State of New York, as the retiring trustee under the Indenture referred to below (the “Retiring Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation duly organized and existing under the laws of the State of New York, as the successor trustee under the Indenture referred to below (the “Successor Trustee”).

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Agreement of Resignation, Appointment and Acceptance • August 9th, 2017 • Walter Investment Management Corp • Mortgage bankers & loan correspondents • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of July 14, 2017 by and among WALTER INVESTMENT MANAGEMENT CORP., a corporation duly organized and existing under the laws of Maryland and having its principal office at 3000 Bayport Drive, Suite 1100, Tampa, Florida 33607 (the “Company”), WILMINGTON SAVINGS FUND SOCIETY, FSB, a national banking association duly organized and existing under the laws of the United States and having a corporate trust office at 500 Delaware Avenue, Wilmington, Delaware 19801 (“Successor Trustee”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States and having a corporate trust office at 600 S 4th Street, 6th Floor, MAC N9300-161, Minneapolis, Minnesota 55479 (“Resigning Trustee”).

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Agreement of Resignation, Appointment and Acceptance • November 7th, 2024 • Paccar Financial Corp • Short-term business credit institutions

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of October 28, 2024 (the “Effective Date”), by and among PACCAR FINANCIAL CORP., a Washington corporation (the “Company”), in its capacity as issuer under the Indenture (as hereinafter defined), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in its capacity as the Trustee under the Indenture (the “Resigning Trustee”), THE BANK OF NEW YORK MELLON, a New York banking corporation (“Bank of New York”), in its capacity as Authenticating Agent (the “Resigning Authenticating Agent”), Paying Agent and Security Registrar under the Indenture (the “Resigning Paying Agent and Security Registrar”), and Calculation Agent under the Existing Paying Agency Agreements (as defined below) (the “Resigning Calculation Agent,” and collectively with the Resigning Authenticating Agent and the Resigning Paying Agent and Security Registrar, the “Resigning Agents”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national bank

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Agreement of Resignation, Appointment and Acceptance • May 17th, 2019 • Emerson Electric Co • Electronic & other electrical equipment (no computer equip) • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of April 26, 2019 by and among Emerson Electric Co., a corporation duly organized and existing under the laws of Missouri and having its principal office at 8000 W. Florissant Avenue, St. Louis, Missouri 63136 (the “Company”), Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 150 East 42nd Street, 40th Floor, New York, NY 10017 (“Successor Trustee”) and The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon (formerly known as The Bank of New York)), a national banking association, having a corporate trust office at 601 Travis Street, Houston, TX 77002 (“Resigning Trustee”).

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Agreement of Resignation, Appointment and Acceptance • December 6th, 2019 • McDermott International Inc • Fabricated plate work (boiler shops) • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of November 18, 2019 by and among McDermott Technology (Americas), Inc., a Delaware corporation, (“Survivor Corp. 1”), McDermott Technology (US), Inc., a Delaware corporation (“Survivor Corp. 2”, and, together with Survivor Corp. 1, the “Issuers”), UMB Bank, N.A. a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 120 South Sixth Street, Suite 1400, Minneapolis, Minnesota, 55402, (“Successor Trustee”) and Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 1445 Ross Avenue, Suite 4300, Dallas, Texas 75202 (“Resigning Trustee”).

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Agreement of Resignation, Appointment and Acceptance • March 6th, 2007 • Union Pacific Corp • Railroads, line-haul operating • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of March 6, 2007, with an effective date of April 1, 2007, by and among Union Pacific Corporation, a corporation duly organized and existing under the laws of State of Utah and having its principal office at 1400 Douglas Street, Omaha, Nebraska 68179 (the “Company”), Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America (“Successor Trustee”) and CITIBANK, N.A., a national banking association duly organized and existing under the laws of the United States of America and having its principal corporate trust office at 388 Greenwich Street, New York, New York 10013 (“Resigning Trustee”). Capitalized terms not otherwise defined herein shall have the same meaning ascribed to such terms in the Indenture (as defined below).

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Agreement of Resignation, Appointment and Acceptance • August 9th, 2011 • PNM Resources Inc • Electric services • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, effective as of June 1, 2011 (the “Agreement”), by and among PNM Resources, Inc., a New Mexico corporation and having its principal office at Alvarado Square, Albuquerque, New Mexico 87158 (the “Company”), The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States and having a corporate trust office at 700 South Flower Street, Suite 500, Los Angeles, California 90017 as successor trustee, pursuant to one or more successor trusteeships, to JPMorgan Chase Bank, N.A. (the “Resigning Trustee”), and Union Bank, N.A., a national banking association duly organized and existing under the laws of the United States and having a corporate trust office at 120 S. San Pedro Street, Ste. 400, Los Angeles, California 90012 (the “Successor Trustee”).

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Agreement of Resignation, Appointment and Acceptance • August 9th, 2011 • PNM Resources Inc • Electric services • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, effective as of June 1, 2011 (the “Agreement”), by and among Texas-New Mexico Power Company, a Texas corporation and having its principal office at 577 North Garden Ridge Boulevard, Lewisville, Texas 75067 (the “Company”), The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States and having a corporate trust office at 700 South Flower Street, Suite 500, Los Angeles, California 90017 (the “Resigning Trustee”), and Union Bank, N.A., a national banking association duly organized and existing under the laws of the United States and having a corporate trust office at 120 S. San Pedro Street, Ste. 400, Los Angeles, California 90012 (the “Successor Trustee”).

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Agreement of Resignation, Appointment and Acceptance • April 6th, 2012 • Bloomin' Brands, Inc. • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of February 5, 2009 by and among OSI Restaurant Partners, LLC, a Delaware limited liability company (“OSI”), OSI Co-Issuer, Inc., a Delaware corporation (“Co-Issuer”, and collectively with OSI, “Co-Issuers”), each having its principal office at 2202 N. West Shore Boulevard, 5th Floor, Tampa, Florida 33607, HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 452 Fifth Avenue, New York, New York 10018 (“Successor Trustee”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having its designated corporate trust office at 625 Marquette Avenue, MAC N9311-110, Minneapolis, MN 55479 (“Resigning Trustee”).

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
Agreement of Resignation, Appointment and Acceptance • June 15th, 2020 • Extraction Oil & Gas, Inc. • Crude petroleum & natural gas

This Agreement of Resignation, Appointment, and Acceptance (this “Agreement”), dated as of June 11, 2020 (the “Effective Date”), is among EXTRACTION OIL & GAS, INC. (the “Company”), a Delaware corporation, WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Resigning Trustee”), a national banking association organized and existing under the laws of the United States having its principal corporate trust office in Minneapolis, Minnesota, and WILMINGTON SAVINGS FUND SOCIETY, FSB (the “Successor Trustee”), a federal savings bank organized and existing under the laws of the United States having is principal corporate trust office in Wilmington, Delaware.

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Agreement of Resignation, Appointment and Acceptance • June 9th, 2008 • Vodafone Group Public LTD Co • Radiotelephone communications • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of July 24, 2007 by and among VODAFONE GROUP Plc (formerly known as Vodafone Airtouch Public Limited Company), a public limited company incorporated under the laws of England and Wales and having its principal office at Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England (the “Company”), THE BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of the State of New York and having its principal corporate trust office at 101 Barclay Street, New York, New York 10286 (“Successor Trustee”) and CITIBANK, N.A., a national banking association duly organized and existing under the laws of the United States of America and having its principal corporate trust office at 388 Greenwich Street, New York, New York 10013 (“Resigning Trustee”). RECITALS: WHEREAS, there are currently outstanding various issues of the Company’s Debt Securities, in the aggregate principal amounts and as described on

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
Agreement of Resignation, Appointment and Acceptance • May 1st, 2015 • Cash America International Inc • Retail-miscellaneous retail • New York

This Agreement of Resignation, Appointment and Acceptance (this “Agreement”), dated to be effective as of March 11, 2015 (the “Effective Date”), is among CASH AMERICA INTERNATIONAL, INC. (the “Company”), a Texas corporation, WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Resigning Trustee”), a national banking association organized and existing under the laws of the United States having its principal corporate trust office in Minneapolis, Minnesota, and WILMINGTON SAVINGS FUND SOCIETY, FSB (the “Successor Trustee”), a savings and loan holding company organized and existing under the laws of the United States having its principal corporate trust office in Wilmington, Delaware. Capitalized terms used but not defined in this Agreement have the meanings given in the Indenture (as defined below).

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE INDENTURE, DATED AS OF FEBRUARY 8, 2017 relating to the Company’s
Agreement of Resignation, Appointment and Acceptance • April 1st, 2019 • Hexion Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Agreement”), dated as of March 29, 2019 by and among Hexion Inc., a corporation duly organized and existing under the laws of the State of New Jersey and having its principal office at 180 East Broad St., Columbus, OH 43215 (the “Company”), Wilmington Savings Fund Society, FSB (“WSFS”), a federal savings bank organized and existing under the laws of the United States of America and having a corporate trust office at 500 Delaware Avenue, Wilmington, Delaware 19801 (“Successor Trustee”), and Wilmington Trust, National Association (“Wilmington Trust”), a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402 (“Predecessor Trustee”).

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
Agreement of Resignation, Appointment and Acceptance • May 29th, 2008 • World Financial Network Credit Card Master Note Trust • Asset-backed securities • New York

This Agreement of Resignation, Appointment and Acceptance, dated as of May 27, 2008 (this “Agreement”), is made by and among World Financial Network National Bank, as administrator (the “Administrator”), World Financial Network Credit Card Master Note Trust, as issuer (the “Issuer”), BNY Midwest Trust Company, an Illinois trust company having its principal corporate trust office at 2 N. LaSalle Street, Ste. 1020, Chicago, IL 60602 (“BNYMTC”) and The Bank of New York Trust Company, N.A., a national banking association (“BNYTCNA”) duly organized and existing under the laws of the United States and having its principal office in Los Angeles, California.

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Agreement of Resignation, Appointment and Acceptance • April 4th, 2019 • Autozone Inc • Retail-auto & home supply stores • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of January 29, 2019 (this “Agreement”), by and among AutoZone, Inc., a Nevada corporation (the “Company” ), The Bank of New York Mellon Trust Company N.A., (as successor in interest to Bank One Trust Company, N.A.), a national banking association (the “Prior Trustee”), and Regions Bank, an Alabama banking corporation (the “Successor Trustee”).

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
Agreement of Resignation, Appointment and Acceptance • November 14th, 2011 • Publix Super Markets Inc • Retail-grocery stores
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Agreement of Resignation, Appointment and Acceptance • February 13th, 2009 • Xerox Corp • Computer peripheral equipment, nec • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of July 30, 2008 by and among XEROX CORPORATION, a corporation duly organized and existing under the laws of the State of New York (“Issuer”), WILMINGTON TRUST COMPANY, a banking corporation duly organized and existing under the laws of the State of Delaware (“Prior Trustee”), CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Prior Paying Agent, Registrar and Issuing and Paying Agent”) and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York (“Successor Trustee”).

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Agreement of Resignation, Appointment and Acceptance • August 8th, 2019 • Uniti Group Inc. • Real estate investment trusts • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of June 26, 2019 by and among Uniti Group LP (“Uniti”), CSL Capital, LLC (“CSL”), Uniti Group Finance Inc. (“UGFI” and, together with Uniti and CSL, the “2023 Issuers”) and Uniti Fiber Holdings Inc. (“UFHI” and, together with Uniti and CSL, the “2024 Issuers”; the 2023 Issuers and the 2024 Issuers are collectively referred to herein as the “Issuers”), each a limited partnership, limited liability company or corporation, as applicable, duly organized and existing under the laws Delaware and having its principal offices at 10802 Executive Center Dr., Benton Building, Suite 300, Little Rock, AR 72211-4354, Deutsche Bank Trust Company Americas, a New York State banking institution and having a corporate trust office at 60 Wall Street, 16th Floor, MS NYC60-1630, New York, New York 10005 (“Successor Trustee”) and Wells Fargo Bank, N.A., a national banking association duly organized and existing under the laws of

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
Agreement of Resignation, Appointment and Acceptance • June 8th, 2007 • Piedmont Natural Gas Co Inc • Natural gas distribution • New York

This Agreement of Resignation, Appointment and Acceptance is made as of March 29, 2007 by and among that issuer or other person who is identified in Exhibit A attached hereto (the “Exhibit”) as the Issuer (the “Issuer”), Citibank, N.A., a national banking association, duly organized and existing under the laws of the United States (the “Bank”) and The Bank of New York Trust Company, N.A. (BNYTC), a national banking association, duly organized and existing under the laws of the United States and having its principal office in Los Angeles, California.

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Agreement of Resignation, Appointment and Acceptance • May 23rd, 2016 • Triangle Petroleum Corp • Crude petroleum & natural gas • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of May 17, 2016 by and among Triangle USA Petroleum Corporation, a corporation duly organized and existing under the laws of the State of Colorado having its principal office at 1200 17th Street, Suite 2500, Denver, CO 80202 (the “Company”), Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America having a corporate trust office at 1110 North Market Street, 5th Floor, Wilmington, Delaware 19890 (“Successor Trustee”) and Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America having a corporate trust office at 625 Marquette Ave., MAC N9311-110, Minneapolis, MN 55402-2308 (“Resigning Trustee”).

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Agreement of Resignation, Appointment and Acceptance • October 16th, 2003 • Mississippi Chemical Corp /MS/ • Agricultural chemicals • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of June 24, 2003, by and among Mississippi Chemical Corporation, a corporation duly organized and existing under the laws of the State of Mississippi and having its principal office at 3688 Highway 49 East, Yazoo City, Mississippi 39194 and a debtor-in-possession in bankruptcy as more particularly described herein (the "Company"), BancorpSouth Bank, a Mississippi corporation (successor to Trustmark) having its principal offices at One Mississippi Plaza, Tupelo, Mississippi 38804 (the "Resigning Trustee"), and HSBC Bank USA (f/k/a Marine Midland Bank), a banking corporation and trust company duly organized and existing under the laws of the State of New York and having its principal corporate trust office at 452 Fifth Avenue, New York, NY 10018, Attention: Issuer Services (the "Successor Trustee").

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
Agreement of Resignation, Appointment and Acceptance • November 15th, 2006 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • New York

This Agreement of Resignation, Appointment and Acceptance dated as of November 9, 2006 is made by and among Rockwell Collins, Inc., a Delaware corporation having its principal office at 400 Collins Road NE, Cedar Rapids, IA 52498 (the "Issuer"), Citibank, N.A., a national banking association having its principal corporate trust office in New York, NY (the "Bank") and The Bank of New York Trust Company, N.A., a national banking association having its principal office in Los Angeles, CA ("BNYTC").

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
Agreement of Resignation, Appointment and Acceptance • September 30th, 2011 • BAC Capital Trust XX • National commercial banks • New York

This Agreement of Resignation, Appointment and Acceptance (this “Agreement”), dated as of December 10, 2008, is made by and among Bank of America Corporation, a Delaware corporation (the “Issuer”), The Bank of New York Mellon (formerly The Bank of New York), a New York banking corporation (the “Bank”) and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States and having its principal office in Los Angeles, California (“Trust Company”).

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Agreement of Resignation, Appointment and Acceptance • October 27th, 2005 • Service Corporation International • Services-personal services • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of October 21, 2005 by and among Service Corporation International, a corporation duly organized and existing under the laws of the state of Texas and having its principal office at 1929 Allen Parkway, Houston, TX 77019 (the “Issuer”), The Bank of New York, (the “Prior Trustee”), and The Bank of New York Trust Company, N.A., (the “Successor Trustee”).

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Agreement of Resignation, Appointment and Acceptance • August 4th, 2016 • Approach Resources Inc • Crude petroleum & natural gas • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of April 28, 2016 by and among Approach Resources Inc. duly organized and existing under the laws of the State of Delaware and having its principal office at One Ridgmar Centre, 6500 West Freeway, Suite 800, Fort Worth, Texas 76116 (the “Company”), Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 750 North St. Paul Place, Suite 1750, Dallas, Texas 75201 (“Resigning Trustee”) and Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 15950 North Dallas Parkway, Suite 550, Dallas, Texas 75248 (“Successor Trustee”).