Common use of Resignation and Removal of Collateral Agent Clause in Contracts

Resignation and Removal of Collateral Agent. (a) The Collateral Agent may resign as Collateral Agent, or the Controlling Party may, in its sole discretion, remove the Collateral Agent, with sixty (60) days’ (in the case of the Collateral Agent resigning) or thirty (30) days’ (in the case of the removal of the Collateral Agent) prior written notice to (i) the Controlling Party, the other Secured Parties and the Borrower (in the case of the Collateral Agent resigning), or (ii) to the Collateral Administrator, the Custodian, the Valuation Agent, the Administrative Agent, the Collateral Agent, the other Secured Parties and the Borrower (in the case of the removal of the Collateral Agent). Any such resignation or removal shall become effective following the appointment of a successor Collateral Agent in accordance with the provisions of this Section 9.08. Upon any resignation or removal of the Collateral Agent, the Controlling Party shall appoint a successor Collateral Agent, which successor Collateral Agent shall succeed to the rights, powers and duties of the Collateral Agent, and the term “Collateral Agent” shall mean such successor Collateral Agent effective upon such appointment and approval, and the former Collateral Agent’s rights, powers and duties as Collateral Agent shall be terminated, without any other or further act or deed on the part of such former Collateral Agent or any of the parties to this Agreement or any holders of the obligations owing hereunder. On and after the effective date of any resignation or removal of the Collateral Agent hereunder, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement.

Resignation and Removal of Collateral Agent. (a) The Collateral Agent (i) may resign as Collateral Agent, or at any time upon notice to the Controlling Party may, in its sole discretion, remove Lenders and (ii) may be removed at any time upon the Collateral Agent, with sixty (60) days’ (in written request of the case of Required Senior Lenders sent to the Collateral Agent resigning) or thirty (30) days’ (in the case of the removal of the Collateral Agent) prior written notice to (i) the Controlling Party, and the other Secured Parties and the Borrower Lenders. (in the case of b) If the Collateral Agent resigning)shall resign or be removed, or (ii) the Required Senior Lenders shall have the right to select a replacement Collateral Agent by notice to the Collateral Administrator, Agent and the Custodian, the Valuation Agent, the Administrative Agent, other Lenders. (c) Upon any replacement of the Collateral Agent, the other Secured Parties and the Borrower (in the case Collateral Agent shall assign all of the liens upon and security interests in all Collateral under the Collateral Documents, and all right, title and interest of the Collateral Agent under all the Collateral Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Lender and at the expense of the Company. In addition, the Collateral Agent shall execute such assignments and amendments of UCC financing statements and perform such other acts as are necessary or appropriate to maintain the due perfection of the security interests in and liens on the Collateral. (d) No resignation or removal of the Collateral Agent). Any such resignation or removal Agent shall become effective following the appointment of until a successor replacement Collateral Agent shall have been selected as provided herein and shall have executed and delivered to each Lender a joinder agreement in accordance with the provisions of this Section 9.08. Upon any form attached hereto as Exhibit A. In the event that a replacement Collateral Agent shall not have been selected as provided herein or shall not have assumed such obligations within 90 days after the resignation or removal of the Collateral Agent, then the Controlling Party shall Lender holding the largest outstanding amount of Senior Indebtedness may appoint a successor the replacement Collateral Agent, which successor Collateral Agent shall succeed to the rights, powers and duties of the Collateral Agent, and the term “Collateral Agent” shall mean such successor Collateral Agent effective upon such appointment and approval, and the former Collateral Agent’s rights, powers and duties as . (e) Any replacement Collateral Agent shall be terminateda Lender or a bank, without any other trust company, or further act or deed on the part insurance company having capital, surplus and undivided profits of such former Collateral Agent or any of the parties to this Agreement or any holders of the obligations owing hereunder. On and after the effective date of any resignation or removal of the Collateral Agent hereunder, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreementat least $500 million.

Resignation and Removal of Collateral Agent. (ai) The Collateral Agent (A) may resign as Collateral Agentat any time upon notice to the Senior Lenders, or and (B) may be removed at any time upon the Controlling Party may, in its sole discretion, remove written request of the Collateral Agent, with sixty (60) days’ (in the case of Required Senior Lenders sent to the Collateral Agent resigning) or thirty (30) days’ (in the case of the removal of the Collateral Agent) prior written notice to (i) the Controlling Party, and the other Senior Lenders. For the purposes of any determination of Required Senior Lenders under this Section 2(h)(i), any Loan and Reimbursement Obligations, Outstanding Letters of Credit Exposure or Senior Secured Parties and the Borrower Notes held by an Insolvent Entity shall be disregarded. (in the case of ii) If the Collateral Agent resigning)shall resign or be removed, or (ii) the Required Senior Lenders shall have the right to select a replacement Collateral Agent by notice to the Collateral Administrator, Agent and the Custodian, the Valuation Agent, the Administrative Agent, other Senior Lenders. (iii) Upon any replacement of the Collateral Agent, the other Secured Parties Collateral Agent shall assign all of the liens upon and security interests in all Collateral under this Agreement and the Borrower (in the case Collateral Documents, and all right, title and interest of the Collateral Agent under this Agreement and all the Collateral Documents, to the replacement Collateral Agent, without recourse to the Collateral Agent or any Senior Lender and at the expense of the Borrowers. (iv) No resignation or removal of the Collateral Agent). Any such resignation or removal Agent shall become effective following the appointment of until a successor replacement Collateral Agent shall have been selected as provided herein and shall have assumed in accordance with writing the provisions obligations of this Section 9.08the Collateral Agent hereunder and under the Collateral Documents. Upon any In the event that a replacement Collateral Agent shall not have been selected as provided herein or shall not have assumed such obligations within 90 days after the resignation or removal of the Collateral Agent, then the Controlling Party shall appoint Collateral Agent may apply to a successor court of competent jurisdiction for the appointment of a replacement Collateral Agent, which successor Collateral Agent shall succeed to the rights, powers and duties of the Collateral Agent, and the term “Collateral Agent” shall mean such successor Collateral Agent effective upon such appointment and approval, and the former Collateral Agent’s rights, powers and duties as . (v) Any replacement Collateral Agent shall be terminateda bank, without any other trust company, or further act or deed on the part insurance company having capital, surplus and undivided profits of such former Collateral Agent or any of the parties to this Agreement or any holders of the obligations owing hereunder. On and after the effective date of any resignation or removal of the Collateral Agent hereunder, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreementat least $250 million.

Resignation and Removal of Collateral Agent. (a) The Collateral Agent (i) may resign as Collateral Agent, or at any time upon 60 days prior written notice to the Controlling Party may, in its sole discretion, remove Lenders and the Company and (ii) may be removed at any time upon the written request of the Required Senior Lenders sent to the Collateral AgentAgent and the other Lenders. (b) If the Collateral Agent shall resign or be removed, with sixty the Required Senior Lenders shall have the right to appoint a replacement Collateral Agent by notice to the Collateral Agent and the other Lenders. (60c) days’ (in the case No resignation or removal of the Collateral Agent resigning) or thirty (30) days’ (in the case of the removal of the Collateral Agent) prior written notice to (i) the Controlling Party, the other Secured Parties and the Borrower (in the case of the Collateral Agent resigning), or (ii) to the Collateral Administrator, the Custodian, the Valuation Agent, the Administrative Agent, the Collateral Agent, the other Secured Parties and the Borrower (in the case of the removal of the Collateral Agent). Any such resignation or removal shall become effective following the appointment of until a successor replacement Collateral Agent shall have been selected as provided herein and shall have executed and delivered to each Lender a joinder agreement in accordance with the provisions of this Section 9.08. Upon any form attached hereto as Exhibit A. In the event that a replacement Collateral Agent shall not have been selected as provided herein or shall not have assumed such obligations within 60 days after the resignation or removal of the Collateral Agent, then the Controlling Party shall Lender holding the largest outstanding amount of Senior Indebtedness may appoint the replacement Collateral Agent. (d) Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, which such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers powers, privileges and duties of the retiring Collateral Agent, Agent and the term “Collateral Agent” shall mean such successor Collateral Agent effective upon such appointment and approval, and the former Collateral Agent’s rights, powers and duties as retiring Collateral Agent shall be terminated, without any discharged from its duties and obligations hereunder. The retiring or removed Collateral Agent shall execute such assignments and amendments of UCC financing statements and perform such other acts as are necessary or further act or deed appropriate to maintain the due perfection of the security interests in and liens on the part of such former Collateral. (e) Any replacement Collateral Agent shall be a Lender or any a bank, trust company, or insurance company having capital, surplus and undivided profits of the parties to this Agreement at least $500 million and a long-term bank deposit rating of not less than "A" if rated by Standard & Poor's Ratings Group or any holders of the obligations owing hereunder. On and after the effective date of any resignation or removal of the Collateral Agent hereunder, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this AgreementXxxxx'x Investors Service.