Common use of Document Custodian Resignation and Removal Clause in Contracts

Document Custodian Resignation and Removal. (a) The Document Custodian may be removed, with or without cause, by the Administrative Agent by notice given in writing to the Document Custodian and the Collateral Agent (the “Document Custodian Termination Notice”); provided that notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and shall continue to be entitled to receive fees) until a successor Document Custodian has been appointed, has agreed to act as Document Custodian hereunder, and has received all Related Documents held by the previous Document Custodian. Any such appointment shall be accomplished by written instrument and one original counterpart of such instrument of appointment shall be delivered to the Document Custodian and the successor custodian, with a copy delivered to the Administrative Agent, the Borrower, the Collateral Agent and the Collateral Manager. (b) The Document Custodian shall not resign from the obligations and duties hereby imposed on it except upon (a) written notice to the Borrower, the Collateral Manager and the Administrative Agent, or (b) the Document Custodian’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Document Custodian could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Document Custodian shall be evidenced as to clause (i) above by an opinion of counsel to such effect delivered to the Administrative Agent. No such resignation shall become effective until a successor custodian shall have assumed the responsibilities and obligations of the Document Custodian hereunder. Promptly after receipt of notice of the Document Custodian’s resignation, the Administrative Agent shall promptly appoint a successor custodian by written instrument, in duplicate, copies of which instrument shall be delivered to the Borrower, the Collateral Manager, each Agent, the resigning Document Custodian and to the successor custodian. (c) In the event of any such resignation or removal, the Document Custodian shall, no later than five (5) Business Days after receipt of notice of the successor custodian, transfer to the successor custodian, as directed in writing by the Administrative Agent, all the Related Documents being administered under this Agreement. The cost of the shipment of Related Documents arising out of the resignation of the Document Custodian pursuant to Section 14.05(b) shall be at the expense of the Document Custodian. Any reasonable and documented out-of-pocket cost of shipment arising out of the removal or discharge of the Document Custodian pursuant to Section 14.05(a) shall be at the expense of the Borrower and paid in accordance with Section 16.04.

Document Custodian Resignation and Removal. (a) The Document Custodian may be removed, with or without cause, by the Administrative Agent by notice given in writing to the Document Custodian and the Collateral Agent (the “Document Custodian Termination Notice”); provided that notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and shall continue to be entitled to receive fees) until a successor Document Custodian has been appointed, has agreed to act as Document Custodian hereunder, and has received all Related Documents held by the previous Document Custodian. Any such appointment shall be accomplished by written instrument and one original counterpart of such instrument of appointment shall be delivered to the Document Custodian and the successor custodian, with a copy delivered to the Administrative Agent, the Borrower, the Collateral Agent and the Collateral Manager.to (b) The Document Custodian shall not resign from the obligations and duties hereby imposed on it except upon (a) written notice to the Borrower, the Collateral Manager and the Administrative Agent, or (b) the Document Custodian’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Document Custodian could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Document Custodian shall be evidenced as to clause (i) above by an opinion of counsel to such effect delivered to the Administrative Agent. No such resignation shall become effective until a successor custodian shall have assumed the responsibilities and obligations of the Document Custodian hereunder. Promptly after receipt of notice of the Document CustodianXxxxxxxxx’s resignation, the Administrative Agent shall promptly appoint a successor custodian by written instrument, in duplicate, copies of which instrument shall be delivered to the Borrower, the Collateral Manager, each Agent, the resigning Document Custodian and to the successor custodian. (c) In the event of any such resignation or removal, the Document Custodian shall, no later than five (5) Business Days after receipt of notice of the successor custodian, transfer to the successor custodian, as directed in writing by the Administrative Agent, all the Related Documents being administered under this Agreement. The cost of the shipment of Related Documents arising out of the resignation of the Document Custodian pursuant to Section 14.05(b) shall be at the expense of the Document Custodian. Any reasonable and documented out-of-pocket cost of shipment arising out of the removal or discharge of the Document Custodian pursuant to Section 14.05(a) shall be at the expense of the Borrower and paid in accordance with Section 16.04.

Document Custodian Resignation and Removal. (a) The Document Custodian may be removed, with or without cause, by the Administrative Agent by notice given in writing to the Document Custodian and the Collateral Agent (the “Document Custodian Termination Notice”); provided that notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and shall continue to be entitled to receive fees) until a successor Document Custodian has been appointed, has agreed to act as Document Custodian hereunder, and has received all Related Documents held by the previous Document Custodian. Any such appointment shall be accomplished by written instrument and one original counterpart of such instrument of appointment shall be delivered to the Document Custodian and the successor custodian, with a copy delivered to the Administrative Agent, the Borrower, the Collateral Agent and the Collateral Manager. (b) The Document Custodian shall not resign from the obligations and duties hereby imposed on it except upon (a) written notice to the Borrower, the Collateral Manager and the Administrative Agent, or (b) the Document Custodian’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Document Custodian could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Document Custodian shall be evidenced as to clause (i) above by an opinion of counsel to such effect delivered to the Administrative Agent. No such resignation shall become effective until a successor custodian shall have assumed the responsibilities and obligations of the Document Custodian hereunder. Promptly after receipt of notice of the Document CustodianXxxxxxxxx’s resignation, the Administrative Agent shall promptly appoint a successor custodian by written instrument, in duplicate, copies of which instrument shall be delivered to the Borrower, the Collateral Manager, each Agent, the resigning Document Custodian and to the successor custodian. (c) In the event of any such resignation or removal, the Document Custodian shall, no later than five (5) Business Days after receipt of notice of the successor custodian, transfer to the successor custodian, as directed in writing by the Administrative Agent, all the Related Documents being administered under this Agreement. The cost of the shipment of Related Documents arising out of the resignation of the Document Custodian pursuant to Section 14.05(b) shall be at the expense of the Document Custodian. Any reasonable and documented out-of-pocket cost of shipment arising out of the removal or discharge of the Document Custodian pursuant to Section 14.05(a) shall be at the expense of the Borrower and paid in accordance with Section 16.04.