Common use of Replacement of Security Agent Clause in Contracts

Replacement of Security Agent. (i) The Security Agent may resign at any time by written notice to the Issuer. (ii) The Required Holders may remove the Security Agent without cause by written notice to the Trustee; provided that they concurrently appoint a successor to such removed Security Agent in accordance with ‎Section 10.10(b). (iii) The Issuer may remove the Security Agent if: (A) the Security Agent is adjudged bankrupt or insolvent; (B) a receiver or other public officer takes charge of the Security Agent or the property of the Security Agent; or (C) the Security Agent becomes incapable of acting. A resignation or removal of the Security Agent and appointment of a successor Security Agent will become effective only upon such successor Security Agent’s acceptance of appointment as provided in this ‎Section 10.10. (b) If the Security Agent has been removed by the Required Holders, the Required Holders may appoint a successor Security Agent with the consent of the Issuer. Otherwise, if the Security Agent resigns or is removed, the Issuer will promptly appoint a successor Security Agent. If the successor Security Agent does not deliver its written acceptance within 30 days after the retiring Security Agent resigns or is removed, such retiring Security Agent, the Issuer or the Required Holders may petition any court of competent jurisdiction for the appointment of a successor Security Agent. (c) Upon delivery by a successor Security Agent of a written acceptance of its appointment to the retiring Security Agent and to the Issuer, (i) such retiring Security Agent will transfer all property held by it as Security Agent to the successor Security Agent, (ii) the resignation or removal of such retiring Security Agent will become effective, and (iii) the successor Security Agent will have all the rights, powers and duties of the Security Agent under this Indenture. Upon request of a successor Security Agent, the Issuer will execute any and all instruments for fully and vesting in and confirming to the successor Security Agent all such rights, powers and trusts, and all agreements, instruments or other documents, including any amendments, modifications or supplements to the existing Security Documents. (d) A retiring Security Agent will promptly deliver any share certificates, endorsements or other instruments of transfer and any other document or records relating to the Collateral under the Security Documents in the actual possession of such Security Agent to the successor Collateral Security Agent. (e) The Issuer will give notice of any resignation and any removal of the Security Agent and each appointment of a successor Security Agent to all Holders, and include in the notice the name and address of the successor Security Agent.

Replacement of Security Agent. (ia) The If USBT or a successor Trustee under the Indenture resigns as Trustee under the Indenture or is otherwise no longer the Trustee under the Indenture, USBT or such successor Trustee, as the case may be, shall resign and be replaced as Security Agent may resign at any time hereunder by written notice to the Issuerinstitution acting as successor Trustee under the Indenture as promptly as practicable, in accordance with this Section 8.2. (iib) The Required Holders may remove the A successor Security Agent without cause by shall execute and deliver a written notice acceptance of its appointment to the Trustee; provided that they concurrently appoint a successor to such removed retiring Security Agent in accordance with ‎Section 10.10(b). (iii) The Issuer may remove and to the Company. Immediately after that, the resignation or removal of the retiring Security Agent if: (A) shall become effective, and the successor Security Agent is adjudged bankrupt or insolvent; (B) a receiver or other public officer takes charge shall succeed to and become vested with all the rights, powers and duties of the Security Agent under this Spare Parts Security Agreement. On request of the Company or the property successor Security Agent, the retiring Security Agent shall execute and deliver an instrument transferring to such successor Security Agent all such rights, powers and duties of the retiring Security Agent and shall duly and promptly assign, transfer and deliver all property and all books and records (or true, correct and complete copies thereof), held by the retiring Security Agent in its capacity as Security Agent; or (C) . Upon request of any such successor Security Agent, the Company, the retiring Security Agent becomes incapable of acting. A and such successor Security Agent shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Security Agent, all such rights powers and duties. (c) No resignation or removal of the Security Agent and no appointment of a successor Security Agent will pursuant to this Section 8.2 shall become effective only upon such successor until the Spare Parts Security Agent’s Agreement acceptance of appointment as provided in this ‎Section 10.10. (b) If the Security Agent has been removed by the Required Holders, the Required Holders may appoint a successor Security Agent with the consent of the Issuer. Otherwise, if the Security Agent resigns or is removed, the Issuer will promptly appoint a successor Security Agentunder this Section 8.2. If the a successor Security Agent does not deliver its written acceptance take office within 30 60 days after the retiring Security Agent resigns or is removed, such the retiring Security Agent, the Issuer Company, the Class A Liquidity Provider, the Controlling Party or the Required Holders of at least 10% in principal amount of any Class of Notes Outstanding may petition any court of competent jurisdiction for the appointment of a successor Security Agent. (cd) Upon delivery by a successor Security Agent of a written acceptance of its appointment to the After any retiring Security Agent and Agent's resignation or removal, the provisions of this Spare Parts Security Agreement shall inure to the Issuer, (i) such retiring Security Agent will transfer all property held its benefit as to any actions taken or omitted to be taken by it as Security Agent to the successor Security Agent, (ii) the resignation or removal of such retiring Security Agent will become effective, and (iii) the successor Security Agent will have all the rights, powers and duties of the Security Agent under this Indenture. Upon request of a successor Spare Parts Security Agent, the Issuer will execute any and all instruments for fully and vesting in and confirming to the successor Security Agent all such rights, powers and trusts, and all agreements, instruments or other documents, including any amendments, modifications or supplements to the existing Security Documents. (d) A retiring Security Agent will promptly deliver any share certificates, endorsements or other instruments of transfer and any other document or records relating to the Collateral under the Security Documents in the actual possession of such Security Agent to the successor Collateral Agreement while it was Security Agent. (e) The Issuer will give notice of any resignation Security Agent shall be a bank, trust company or other financial institution organized and any removal doing business under the laws of the United States or any state thereof or the District of Columbia, and shall have a combined capital and surplus of at least $50,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereinafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of the United States or any state or territory thereof or the District of Columbia and having a combined capital and surplus of at least $50,000,000), as set forth in its most recent, published annual report of condition. The Security Agent shall satisfy and each appointment of a successor Security Agent to all Holders, and include in the notice the name and address comply with any applicable requirements of the successor Security AgentTIA.

Replacement of Security Agent. (ia) The Security Agent may resign at any time by written notice to so notifying the Issuer. (ii) , upon not less than 90 days’ prior written notice. The Required Holders of a majority in principal amount of the Securities may remove the Security 110 Agent without cause by written notice to so notifying the Trustee; , provided that they concurrently appoint a successor to such removed Security Agent in accordance with ‎Section 10.10(b). (iii) Agent. The Issuer may shall remove the Security Agent if: : (Ai) the Security Agent is adjudged bankrupt or insolvent; ; (Bii) a receiver or other public officer takes charge of the Security Agent or the property of the Security Agentits property; or or (Ciii) the Security Agent otherwise becomes incapable of acting. A resignation or removal of the Security Agent and appointment of a successor Security Agent will become effective only upon such successor Security Agent’s acceptance of appointment as provided in this ‎Section 10.10. (b) If the Security Agent has been resigns, is removed by the Required HoldersIssuer or by the Holders of a majority in principal amount of the Securities and such Holders have not previously appointed a successor Security Agent, or if a vacancy exists in the office of Security Agent for any reason (the Security Agent in such event being referred to herein as the retiring Security Agent), the Required Holders may Issuer shall appoint a successor Security Agent with the consent of prior to such resignation taking effect or such removal by the Issuer. Otherwise, if the Security Agent resigns or is removed, the Issuer will promptly appoint a successor Security Agent. If the successor Security Agent does not deliver its written acceptance within 30 days after the retiring Security Agent resigns or is removed, such retiring Security Agent, the Issuer or the Required Holders may petition any court of competent jurisdiction for the appointment of a successor Security Agent. (c) Upon delivery by a A successor Security Agent of shall deliver a written acceptance of its appointment to the retiring Security Agent and to the Issuer. Thereupon, (i) such retiring Security Agent will transfer all property held by it as Security Agent to the successor Security Agent, (ii) the resignation or removal of such the retiring Security Agent will shall become effective, and (iii) the successor Security Agent will shall have all the rights, powers and duties of the Security Agent under this Indenture. Upon request of a The successor Security Agent, the Issuer will execute any and Agent shall transmit in accordance with Section 14.02 a notice of its succession to Holders. The retiring Security Agent shall promptly transfer all instruments for fully and vesting in and confirming property held by it as Security Agent to the successor Security Agent all such rights, powers and trusts, and all agreements, instruments or other documents, including any amendments, modifications or supplements to the existing Security DocumentsAgent. (d) A If a successor Security Agent does not take office within 60 days after the retiring Security Agent will promptly deliver any share certificatesgives notice of its resignation, endorsements or other instruments of transfer and any other document or records relating to the Collateral under the Security Documents in the actual possession of such retiring Security Agent to or the Holders of at least 10% in principal amount of the Notes may appoint a successor Collateral Security Agent. (e) The Issuer will give notice of any resignation and any removal Notwithstanding the replacement of the Security Agent and each appointment of a successor Security Agent pursuant to all HoldersSection 12.03, and include in the notice the name and address indemnity obligations of the successor Issuer and the Guarantors under the Share Pledges shall continue for the benefit of the retiring Security Agent.

Replacement of Security Agent. (ia) The Security Agent may resign at any time by written notice to so notifying the Issuer. Company, the Trustee (ii) if other than the Security Agent), the Liquidity Provider and the Controlling Party in writing. The Required Holders Controlling Party may remove the Security Agent without cause by written notice to so notifying the Trustee; provided that they concurrently Security Agent in writing and may appoint a successor to such removed Security Agent in accordance with ‎Section 10.10(b). (iii) the Company's consent, which consent shall not be unreasonably refused or delayed. The Issuer Company may remove the Security Agent if: : (Ai) the Security Agent fails to comply with Section 8.02(e); (ii) the Security Agent is adjudged a bankrupt or an insolvent; ; (Biii) a receiver or other public officer takes charge of the Security Agent or the property of the Security Agent; or its property; (Civ) the Security Agent becomes incapable of acting. A resignation ; or (v) no Default or removal Event of Default has occurred and is continuing and the Company determines in good faith to remove the Security Agent and appointment of a successor Security Agent will become effective only upon such successor Security Agent’s acceptance of appointment as provided in this ‎Section 10.10. (b) If the Security Agent has been removed by the Required Holders, the Required Holders may appoint a successor Security Agent with the consent of the Issuer. Otherwise, if the Security Agent resigns or is removedremoved or if a vacancy exists in the office of Security Agent for any reason, the Issuer will Company shall promptly appoint a successor Security Agent. Within one year after the successor Security Agent takes office, the Controlling Party may appoint a successor Security Agent to replace the successor Security Agent appointed by the Company. (c) A successor Security Agent shall deliver a written acceptance of its appointment to the retiring Security Agent and to the Company. Immediately after that, the resignation or removal of the retiring Security Agent shall become effective, and the successor Security Agent shall succeed to and become vested with all the rights, powers and duties of the Security Agent under this Agreement. After any retiring Security Agent's resignation or removal, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Security Agreement while it was Security Agent. (d) No resignation or removal of the Security Agent and no appointment of a successor Security Agent, pursuant to this Section, shall become effective until the acceptance of appointment by the successor Security Agent under this Section. If the a successor Security Agent does not deliver its written acceptance take office within 30 sixty (60) days after the retiring Security Agent resigns or is removed, such the retiring Security Agent, the Issuer Company, the Liquidity Provider, the Controlling Party or the Required Holders of at least 10% in principal amount of any series of Notes Outstanding may petition any court of competent jurisdiction for the appointment of a successor Security Agent. (c) Upon delivery by a successor Security Agent of a written acceptance of its appointment to the retiring Security Agent and to the Issuer, (i) such retiring Security Agent will transfer all property held by it as Security Agent to the successor Security Agent, (ii) the resignation or removal of such retiring Security Agent will become effective, and (iii) the successor Security Agent will have all the rights, powers and duties of the Security Agent under this Indenture. Upon request of a successor Security Agent, the Issuer will execute any and all instruments for fully and vesting in and confirming to the successor Security Agent all such rights, powers and trusts, and all agreements, instruments or other documents, including any amendments, modifications or supplements to the existing Security Documents. (d) A retiring Security Agent will promptly deliver any share certificates, endorsements or other instruments of transfer and any other document or records relating to the Collateral under the Security Documents in the actual possession of such Security Agent to the successor Collateral Security Agent. (e) The Issuer will give notice Security Agent shall have a combined capital and surplus of at least $50,000,000, as set forth in its most recent, published annual report of condition. The Security Agent shall satisfy and comply with any resignation and any removal applicable requirements of the Security Agent and each appointment of a successor Security Agent to all Holders, and include in the notice the name and address of the successor Security AgentTIA."

Replacement of Security Agent. (ia) The If USBT or a successor Trustee under the Indenture resigns as Trustee under the Indenture or is otherwise no longer the Trustee under the Indenture, USBT shall resign and be replaced as Security Agent may resign at any time hereunder by written notice to the Issuer. (ii) The Required Holders may remove institution acting as the Security Agent without cause by written notice to successor Trustee under the Trustee; provided that they concurrently appoint a successor to such removed Security Agent Indenture as promptly as practicable in accordance with ‎Section 10.10(b). (iii) The Issuer may remove the Security Agent if: (A) the Security Agent is adjudged bankrupt or insolvent; (B) a receiver or other public officer takes charge of the Security Agent or the property of the Security Agent; or (C) the Security Agent becomes incapable of actingthis Section 4.12. A resignation or removal of the Security Agent and appointment of a successor Security Agent will become effective only upon such successor Security Agent’s acceptance of appointment as provided in this ‎Section 10.10.Collateral Maintenance Agreement (b) If the Security Agent has been removed by the Required Holders, the Required Holders may appoint a A successor Security Agent with the consent of the Issuer. Otherwise, if the Security Agent resigns or is removed, the Issuer will promptly appoint a successor Security Agent. If the successor Security Agent does not shall execute and deliver its written acceptance within 30 days after the retiring Security Agent resigns or is removed, such retiring Security Agent, the Issuer or the Required Holders may petition any court of competent jurisdiction for the appointment of a successor Security Agent. (c) Upon delivery by a successor Security Agent of a written acceptance of its appointment to the retiring Security Agent and to the IssuerCompany. Immediately after that, (i) such retiring Security Agent will transfer all property held by it as Security Agent to the successor Security Agent, (ii) the resignation or removal of such the retiring Security Agent will shall become effective, and (iii) the successor Security Agent will have shall succeed to and become vested with all the rights, powers and duties of the Security Agent under this IndentureCollateral Maintenance Agreement. Upon On request of a the Company or the successor Security Agent, the Issuer will retiring Security Agent shall execute any and all instruments for fully and vesting in and confirming deliver an instrument transferring to the such successor Security Agent all such rights, powers and trustsduties of the retiring Security Agent and shall duly and promptly assign, transfer and deliver all property and all books and records (or true, correct and complete copies thereof), held by the retiring Security Agent in its capacity as Security Agent. Upon request of any such successor Security Agent, the Company, the retiring Security Agent and such successor Security Agent shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Security Agent, all agreementssuch rights, instruments or other documents, including any amendments, modifications or supplements to the existing Security Documentspowers and duties. (dc) A retiring Security Agent will promptly deliver any share certificates, endorsements No resignation or other instruments of transfer and any other document or records relating to the Collateral under the Security Documents in the actual possession of such Security Agent to the successor Collateral Security Agent. (e) The Issuer will give notice of any resignation and any removal of the Security Agent and each no appointment of a successor Security Agent pursuant to all Holders, and include in this Section 4.12 shall become effective until the notice the name and address acceptance of appointment by the successor Security AgentAgent under this Section 4.