Common use of Resignation and Removal of Custodian Clause in Contracts

Resignation and Removal of Custodian. (a) Subject to subsection (d) below, the Custodian may resign its duties hereunder by providing the Administrative Agent, the Borrower and the Manager with at least 60 days’ prior written notice, unless it has received notice of any amendment, modification, supplement or waiver to any related agreement that materially adversely affects the obligations of the Custodian or adversely affects or otherwise modifies the compensation of the Custodian as set forth in Section 3 hereof, in which case the Custodian may resign its duties hereunder upon 10 days’ prior written notice to such parties. (b) Subject to subsection (d) below, the Borrower or the Manager may, with the written consent of the Administrative Agent, remove the Custodian without cause by providing the Custodian and the Administrative Agent with at least 60 days’ prior written notice. (c) Subject to subsection (d) below, the Borrower or the Manager may, with the written consent of the Administrative Agent remove the Custodian immediately upon written notice of termination to the Custodian and the Administrative Agent if any of the following events shall occur: (i) the Custodian shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 days (or, if such default cannot be cured in such time, shall not give within 10 days such assurance of cure as shall be reasonably satisfactory to the Borrower or the Manager); (ii) the Custodian is dissolved (other than pursuant to a consolidation, amalgamation or merger) or has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (iii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 30 days, in respect of the Custodian in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Custodian or any substantial part of its property or order the winding up or liquidation of its affairs; or (iv) the Custodian shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Custodian or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Custodian agrees that if any of the events specified in subsections (ii), (iii) or (iv) of this Section 11(c) shall occur, it shall give written notice thereof to the Administrative Agent, the Borrower and the Manager within two Business Days after the occurrence of such event. (d) Except for a removal pursuant to subsection (c) above, no resignation or removal of the Custodian pursuant to this Section 11 shall be effective until (i) a successor Custodian shall have been appointed by the Borrower or the Manager and approved by the Administrative Agent and (ii) such successor Custodian shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Custodian is bound hereunder (with such modifications as are agreed upon by the successor Custodian, the Administrative Agent, the Borrower and the Manager). If a successor Custodian does not take office within 60 days after the retiring Custodian resigns or is removed, the retiring Custodian, the Administrative Agent, the Borrower or the Manager may petition a court of competent jurisdiction for the appointment of a successor Custodian. (e) Any successor to the Custodian shall be bound automatically by the terms and provisions of this Agreement upon becoming the successor thereof.

Resignation and Removal of Custodian. (a) Subject to subsection (d) below, the Custodian may resign its duties hereunder by providing the Administrative Agent, the Borrower and the Manager with at least 60 days’ prior written notice, unless it has received notice of any amendment, modification, supplement or waiver to any related agreement that materially adversely affects the obligations of the Custodian or adversely affects or otherwise modifies the compensation of the Custodian as set forth in Section 3 4(k) hereof, in which case the Custodian may resign its duties hereunder upon 10 days’ prior written notice to such parties. (b) Subject to subsection (d) below, the Borrower or the Manager may, with the written consent of the Administrative Agent, remove the Custodian without cause by providing the Custodian and the Administrative Agent with at least 60 days’ prior written notice. (c) Subject to subsection (d) below, the Borrower or the Manager may, with the written consent of the Administrative Agent Agent, remove the Custodian immediately upon written notice of termination to the Custodian and the Administrative Agent if any of the following events shall occur: (i) the Custodian shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 days (or, if such default cannot be cured in such time, shall not give within 10 days such assurance of cure as shall be reasonably satisfactory to the Borrower or the Manager); (ii) the Custodian is dissolved (other than pursuant to a consolidation, amalgamation or merger) or has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (iii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 30 days, in respect of the Custodian in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Custodian or any substantial part of its property or order the winding up or liquidation of its affairs; or (iv) the Custodian shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Custodian or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Custodian agrees that if any of the events specified in subsections (ii), (iii) or (iv) of this Section 11(c) 11 shall occur, it shall give written notice thereof to the Administrative Agent, the Borrower and the Manager within two Business Days after the occurrence of such event. (d) Except for a removal pursuant to subsection (c) above, no resignation or removal of the Custodian pursuant to this Section 11 shall be effective until (i) a successor Custodian shall have been appointed by the Borrower or the Manager and approved by the Administrative Agent and (ii) such successor Custodian shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Custodian is bound hereunder (with such modifications as are agreed upon by the successor Custodian, the Administrative Agent, the Borrower and the Manager). If a successor Custodian does not take office within 60 days after the retiring Custodian resigns or is removed, the retiring Custodian, the Administrative Agent, the Borrower or the Manager may petition a court of competent jurisdiction for the appointment of a successor Custodian. (e) Any successor to the Custodian shall be bound automatically by the terms and provisions of this Agreement upon becoming the successor thereof.

Resignation and Removal of Custodian. (a) Subject to subsection (dSection 10(d) belowof this Agreement, the Custodian may resign its duties hereunder by providing the Administrative Agent, the Borrower and the Manager Company with at least 60 days’ prior written notice, unless it has received notice of any amendment, modification, supplement or waiver to any related agreement that materially adversely affects the obligations of the Custodian or adversely affects or otherwise modifies the compensation of the Custodian as set forth in Section 3 hereof5(l), in which case the Custodian may resign its duties hereunder upon 10 days’ prior written notice to such partiesnotice. (b) Subject to subsection (dSection 10(d) belowof this Agreement, the Borrower or the Manager may, with the written consent of the Administrative Agent, Company may remove the Custodian without cause by providing the Custodian and the Administrative Agent with at least 60 30 days’ prior written notice. (c) Subject to subsection (dSection 10(d) belowof this Agreement, the Borrower or the Manager may, with the written consent of the Administrative Agent Company may remove the Custodian immediately upon written notice of termination from the Company to the Custodian and the Administrative Agent if any of the following events shall occur: (i) the Custodian shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 ten days (or, if such default cannot be cured in such time, shall not give within 10 ten days such assurance of cure as shall be reasonably satisfactory to the Borrower or the ManagerCompany); (ii) the Custodian is dissolved (other than pursuant to a consolidation, amalgamation or merger) or has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (iii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 30 60 days, in respect of the Custodian in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Custodian or any substantial part of its property or order the winding up or liquidation of its affairs; or (iv) the Custodian shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Custodian or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Custodian agrees that if any of the events specified in subsections clauses (ii), (iii) or (iv) of this Section 11(c) shall occur, it shall give written notice thereof to the Administrative Agent, the Borrower and the Manager Company within two Business Days after the occurrence happening of such event. (d) Except for a removal pursuant to subsection (c) aboveSection 10(c), no resignation or removal of the Custodian pursuant to this Section 11 shall be effective until (i) a successor Custodian shall have been appointed by the Borrower or the Manager and approved by the Administrative Agent Company, and (ii) such successor Custodian shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Custodian is bound hereunder (with such modifications as are agreed upon by the successor Custodian, the Administrative Agent, the Borrower and the ManagerCompany). If a successor Custodian does not take office within 60 days after the retiring Custodian resigns or is removed, the retiring Custodian, Custodian and the Administrative Agent, the Borrower or the Manager Company may petition a court of competent jurisdiction for the appointment of a successor Custodian. (e) Any successor to the Custodian shall be bound automatically by the terms and provisions of this Agreement upon becoming the successor thereof.

Resignation and Removal of Custodian. (a) Subject to subsection (d) below, the Custodian may resign its duties hereunder by providing the Administrative Agent, the Borrower and the Manager with at least 60 days’ prior written notice, unless it has received notice of any amendment, modification, supplement or waiver to any related agreement that materially adversely affects the obligations of the Custodian or adversely affects or otherwise modifies the compensation of the Custodian as set forth in Section 3 4(k) hereof, in which case the Custodian may resign its duties hereunder upon no less than 10 days’ prior written notice to such parties. (b) Subject to subsection (d) below, the Borrower or the Manager may, with the written consent of the Administrative Agent, remove the Custodian without cause by providing the Custodian and the Administrative Agent with at least 60 days’ prior written notice. (c) Subject to subsection (d) below, the Borrower or the Manager may, with the written consent of the Administrative Agent Agent, remove the Custodian immediately upon written notice of termination to the Custodian and the Administrative Agent if any of the following events shall occur: (i) the Custodian shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 days (or, if such default cannot be cured in such time, shall not give within 10 days such assurance of cure as shall be reasonably satisfactory to the Borrower or the Manager); (ii) the Custodian is dissolved (other than pursuant to a consolidation, amalgamation or merger) or has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (iii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 30 days, in respect of the Custodian in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Custodian or any substantial part of its property or order the winding up or liquidation of its affairs; or (iv) the Custodian shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Custodian or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Custodian agrees that if any of the events specified in subsections (ii), (iii) or (iv) of this Section 11(c) 11 shall occur, it shall give written notice thereof to the Administrative Agent, the Borrower and the Manager within two Business Days after the occurrence of such event. (d) Except for a removal pursuant to subsection (c) above, no resignation or removal of the Custodian pursuant to this Section 11 shall be effective until (i) a successor Custodian shall have been appointed by the Borrower or the Manager and approved by the Administrative Agent and (ii) such successor Custodian shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Custodian is bound hereunder (with such modifications as are agreed upon by the successor Custodian, the Administrative Agent, the Borrower and the Manager). If a successor Custodian does not take office within 60 days after the retiring Custodian resigns or is removed, the retiring Custodian, the Administrative Agent, the Borrower or the Manager may petition a court of competent jurisdiction for the appointment of a successor Custodian. (e) Any successor to the Custodian shall be bound automatically by the terms and provisions of this Agreement (with such modifications as may be agreed upon in writing by the successor Custodian, the Administrative Agent and the Borrower, each in its sole discretion) upon becoming the successor thereof.

Resignation and Removal of Custodian. (a) Subject to subsection (d) below, the Custodian may resign its duties hereunder by providing the Administrative AgentScotia, the Borrower Counterparty and the Manager with at least 60 days’ prior written notice, unless it has received notice of any amendment, modification, supplement or waiver to any related agreement that materially adversely affects the obligations of the Custodian or adversely affects or otherwise modifies the compensation of the Custodian as set forth in Section 3 hereof, in which case the Custodian may resign its duties hereunder upon 10 days’ prior written notice to such parties. (b) Subject to subsection (d) below, the Borrower Counterparty or the Manager may, with the written consent of the Administrative AgentScotia, remove the Custodian without cause by providing the Custodian and the Administrative Agent Scotia with at least 60 days’ prior written notice. (c) Subject to subsection (d) below, the Borrower Counterparty or the Manager may, with the written consent of the Administrative Agent Scotia remove the Custodian immediately upon written notice of termination to the Custodian and the Administrative Agent Scotia if any of the following events shall occur: (i) the Custodian shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 days (or, if such default cannot be cured in such time, shall not give within 10 days such assurance of cure as shall be reasonably satisfactory to the Borrower Counterparty or the Manager); (ii) the Custodian is dissolved (other than pursuant to a consolidation, amalgamation or merger) or has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (iii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 30 days, in respect of the Custodian in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Custodian or any substantial part of its property or order the winding up or liquidation of its affairs; or (iv) the Custodian shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Custodian or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Custodian agrees that if any of the events specified in subsections (ii), (iii) or (iv) of this Section 11(c) shall occur, it shall give written notice thereof to the Administrative AgentScotia, the Borrower Counterparty and the Manager within two Business Days after the occurrence of such event. (d) Except for a removal pursuant to subsection (c) above, no resignation or removal of the Custodian pursuant to this Section 11 shall be effective until (i) a successor Custodian shall have been appointed by the Borrower Counterparty or the Manager and approved by the Administrative Agent Scotia and (ii) such successor Custodian shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Custodian is bound hereunder (with such modifications as are agreed upon by the successor Custodian, the Administrative AgentScotia, the Borrower Counterparty and the Manager). If a successor Custodian does not take office within 60 days after the retiring Custodian resigns or is removed, the retiring Custodian, the Administrative AgentScotia, the Borrower Counterparty or the Manager may petition a court of competent jurisdiction for the appointment of a successor Custodian. (e) Any successor to the Custodian shall be bound automatically by the terms and provisions of this Agreement upon becoming the successor thereof.

Resignation and Removal of Custodian. (a) Subject to subsection (d) below, the Custodian may resign its duties hereunder by providing the Administrative Agent, the Borrower and the Manager with at least 60 days’ prior written notice, unless it has received notice of any amendment, modification, supplement or waiver to any related agreement that materially adversely affects the obligations of the Custodian or adversely affects or otherwise modifies the compensation of the Custodian as set forth in Section 3 4(k) hereof, in which case the Custodian may resign its duties hereunder upon 10 days’ prior written notice to such parties. (b) Subject to subsection (d) below, the Borrower or the Manager may, with the written consent of the Administrative Agent, remove the Custodian without cause by providing the Custodian and the Administrative Agent with at least 60 days’ prior written notice. (c) Subject to subsection (d) below, the Borrower or the Manager may, with the written consent of the Administrative Agent Agent, remove the Custodian immediately upon written notice of termination to the Custodian and the Administrative Agent if any of the following events shall occur: (i) the Custodian shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 10 30 days (or, if such default cannot be cured in such time, shall not give within 10 30 days such assurance of cure as shall be reasonably satisfactory to the Borrower or the Manager); (ii) the Custodian is dissolved (other than pursuant to a consolidation, amalgamation or merger) or has a resolution passed for its winding-upwinding‑up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (iii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 30 days, in respect of the Custodian in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Custodian or any substantial part of its property or order the winding up or liquidation of its affairs; or (iv) the Custodian shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Custodian or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Custodian agrees that if any of the events specified in subsections (ii), (iii) or (iv) of this Section 11(c) 11 shall occur, it shall give written notice thereof to the Administrative Agent, the Borrower and the Manager within two Business Days after the occurrence of such event. (d) Except for a removal pursuant to subsection (c) above, no resignation or removal of the Custodian pursuant to this Section 11 shall be effective until (i) a successor Custodian shall have been appointed by the Borrower or the Manager and approved by the Administrative Agent and (ii) such successor Custodian shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Custodian is bound hereunder (with such modifications as are agreed upon by the successor Custodian, the Administrative Agent, the Borrower and the Manager). If a successor Custodian does not take office assume the duties of the Custodian hereunder within 60 days after the retiring Custodian resigns or is removed, the retiring Custodian, the Administrative Agent, the Borrower or the Manager may petition a court of competent jurisdiction for the appointment of a successor Custodian. (e) Any successor to the Custodian shall be bound automatically by the terms and provisions of this Agreement upon becoming the successor thereof.