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

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving thirty days' prior written notice to AWHI and the Representatives, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the appointment of a successor collateral agent or collateral agents by the Representatives and the acceptance of such appointment by such successor collateral agent or collateral agents. The Collateral Agent may be removed at any time without cause and a successor collateral agent appointed by the affirmative vote of Majority Creditors; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor collateral agent or collateral agents shall be appointed and approved within thirty days from the date of the giving of the aforesaid notice of resignation or within thirty days from the date of such removal, the Collateral Agent may apply, at the expense of the Grantors, to any court of competent jurisdiction to appoint a successor collateral agent or collateral agents (which may be an individual or individuals) to act until such time, if any, as a successor collateral agent or collateral agents shall have been appointed as above provided. Any successor collateral agent or collateral agents so appointed by such court shall immediately and without further act be superseded by any successor collateral agent or collateral agents appointed by the Majority Creditors.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving thirty days' prior written notice to AWHI Grantor, each of the D&O Administrative Agents and each of the RepresentativesD&O Banks, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor collateral agent or collateral agents by the Representatives and Collateral Agent, (ii) the acceptance of such appointment by such successor collateral agent or collateral agents. The Collateral Agent may be removed at any time without cause and a (iii) the approval of such successor collateral agent appointed Collateral Agent evidenced by one or more instruments signed by each of the affirmative vote of Majority Creditors; provided that the D&O Administrative Agents and Grantor. If no successor Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor collateral agent or collateral agents shall be appointed and approved shall have accepted such appointment within thirty 90 days from after the date of the giving of Collateral Agent gives the aforesaid notice of resignation or within thirty days from the date of such removalresignation, the Collateral Agent may applyAgent, at the expense Grantor, either of the GrantorsD&O Administrative Agents, or any other Secured Party may apply to any court of competent jurisdiction to appoint a successor collateral agent or collateral agents (which may be an individual or individuals) Collateral Agent to act until such time, if any, as a successor collateral agent or collateral agents Collateral Agent shall have been appointed as above providedprovided in this Section 10.8. Any successor collateral agent or collateral agents so appointed by such court shall immediately and without further act be superseded by any successor collateral agent or collateral agents Collateral Agent appointed by the Majority CreditorsD&O Administrative Agents as provided herein. The D&O Administrative Agents (acting in concert) may, at any time upon giving 30 days' prior written notice thereof to the Collateral Agent, remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon the acceptance of such appointment by the successor. The Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving thirty days' prior written notice to AWHI the Borrower and the RepresentativesAdministrative Agent, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor collateral agent or collateral agents by the Representatives and Collateral Agent, (ii) the acceptance of such appointment by such successor collateral agent or collateral agents. The Collateral Agent may be removed at any time without cause and a (iii) the approval of such successor collateral agent appointed Collateral Agent evidenced by one or more instruments signed by the affirmative vote Administrative Agent and the Borrower (which approval, in the case of Majority Creditors; provided that the Borrower, shall not be unreasonably withheld). If no successor Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor collateral agent or collateral agents shall be appointed and approved shall have accepted such appointment within thirty 90 days from after the date of the giving of Collateral Agent gives the aforesaid notice of resignation or within thirty days from the date of such removalresignation, the Collateral Agent, the Borrower, the Administrative Agent or any Bank may apply, at the expense of the Grantors, apply to any court of competent jurisdiction to appoint a successor collateral agent or collateral agents (which may be an individual or individuals) Collateral Agent to act until such time, if any, as a successor collateral agent or collateral agents Collateral Agent shall have been appointed as above providedprovided in this Section 5.6. Any successor collateral agent or collateral agents so appointed by such court shall immediately and without further act be superseded by any successor collateral agent or collateral agents Collateral Agent appointed by the Majority CreditorsAdministrative Agent as provided in Section 5.6(b). The Administrative Agent may, at any time upon giving 30 days' prior written notice thereof to the Collateral Agent, remove the Collateral Agent and appoint a successor Collateral Agent reasonably acceptable to the Borrower, such removal to be effective upon the acceptance of such appointment by the successor. The Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving thirty days' prior written notice to AWHI BMCA and the Representatives, each Lender Representative resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the appointment of a successor collateral agent or collateral agents by the Representatives Required Lender Representative, and the acceptance of such appointment by such successor collateral agent or collateral agents. The Collateral Agent may be removed at any time without cause and a successor collateral agent appointed by the affirmative vote of Majority Creditorsthe Required Lender Representative; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor collateral agent or collateral agents shall be appointed and approved within thirty days from the date of the giving of the aforesaid notice of resignation or within thirty days from the date of such removal, the Collateral Agent may applyshall, at the expense of the Grantorsor any Lender Representative may, apply to any court of competent jurisdiction to appoint a successor collateral agent or collateral agents (which may be an individual or individuals) to act until such time, if any, as a successor collateral agent or collateral agents shall have been appointed as above provided. Any successor collateral agent or collateral agents so appointed by such court shall immediately and without further act be superseded by any successor collateral agent or collateral agents appointed by the Majority CreditorsRequired Lender Representative.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving thirty days' prior written notice to AWHI each Servicer, the Trust, the Holders and the RepresentativesSecured Parties, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor collateral agent or collateral agents Collateral Agent meeting the requirements of Section 7.8 hereof, (ii) the approval of such successor Collateral Agent (evidenced in writing) by the Representatives Required Global Secured Parties and (iii) the acceptance of such appointment by such successor collateral agent or collateral agents. The Collateral Agent may (such acceptance not to be removed at any time without cause and a unreasonably withheld). If no successor collateral agent appointed by the affirmative vote of Majority Creditors; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor collateral agent or collateral agents shall be appointed and approved shall have accepted such appointment within thirty 60 days from after the date of the giving of Collateral Agent gives the aforesaid notice of resignation or within thirty days from the date of such removalresignation, the Collateral Agent may applyshall, at the expense of the Grantorsor any Secured Party may, apply to any court of competent jurisdiction to appoint a successor collateral agent or collateral agents (which may be an individual or individuals) Collateral Agent to act until such time, if any, as a successor collateral agent or collateral agents Collateral Agent shall have been appointed as above provided. Any successor collateral agent or collateral agents Collateral Agent so appointed by such court shall immediately and without further act be superseded by any successor collateral agent or collateral agents Collateral Agent appointed by the Majority CreditorsRequired Global Secured Parties as provided above. The Required Global Secured Parties may at any time, upon at least ten days' prior written notice, remove the Collateral Agent and appoint a successor Collateral Agent, provided that such successor Collateral Agent shall have -------- accepted such appointment. Any Collateral Agent shall be entitled to the Collateral Agent's fees provided hereunder to the extent incurred or arising, or relating to events occurring, before such resignation or removal.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving thirty days' prior written notice to AWHI GSX, the Administrative Agent and the RepresentativesPublic Debt Trustee, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor collateral agent or collateral agents by the Representatives and Collateral Agent, (ii) the acceptance of such appointment by such successor collateral agent or collateral agents. The Collateral Agent may be removed at any time without cause and a (iii) the approval of such successor collateral agent appointed Collateral Agent evidenced by one or more instruments signed by the affirmative vote Administrative Agent and GSX (which approval, in the case of Majority Creditors; provided that the GSX, shall not be unreasonably withheld). If no successor Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor collateral agent or collateral agents shall be appointed and approved shall have accepted such appointment within thirty 90 days from after the date of the giving of Collateral Agent gives the aforesaid notice of resignation or within thirty days from the date of such removalresignation, the Collateral Agent Agent, GSX, the Administrative Agent, the Public Debt Trustee or any other Secured Party may apply, at the expense of the Grantors, apply to any court of competent jurisdiction to appoint a successor collateral agent or collateral agents (which may be an individual or individuals) Collateral Agent to act until such time, if any, as a successor collateral agent or collateral agents Collateral Agent shall have been appointed as above providedprovided in this Section 5.6. Any successor collateral agent or collateral agents so appointed by such court shall immediately and without further act be superseded by any successor collateral agent or collateral agents Collateral Agent appointed by the Majority CreditorsAdministrative Agent as provided in Section 5.6(b). The Administrative Agent may, at any time upon giving 30 days' prior written notice thereof to the Collateral Agent and the Public Debt Trustee, remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon the acceptance of such appointment by the successor. The Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving thirty (30) days' prior written notice to AWHI the Debtor, Bank Agent, ACFS Agent each of the Travelers and the Representativeseach other Secured Party, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the appointment of a successor collateral agent or collateral agents by the Representatives other Secured Parties, and the acceptance of such appointment by such successor collateral agent or collateral agents. The Collateral Agent may be removed at any time without cause and a successor collateral agent appointed by the affirmative vote of Majority Creditorsthe other Secured Parties; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor collateral agent or collateral agents shall be appointed and approved within thirty (30) days from the date of the giving of the aforesaid notice of resignation or within thirty (30) days from the date of such removal, the Collateral Agent may applyshall, at the expense of the Grantorsor any Secured Party may, apply to any court of competent jurisdiction to appoint a successor collateral agent or collateral agents (which may be an individual or individuals) to act until such time, if any, as a successor collateral agent or collateral agents shall have been appointed as above provided. Any successor collateral agent or collateral agents so appointed by such court shall immediately and without further act be superseded by any successor collateral agent or collateral agents appointed by the Majority Creditorsother Secured Parties.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving thirty days' prior written notice to AWHI GSX, the Administrative Agent and the RepresentativesPublic Debt Trustee, resign and be discharged of the responsibilities hereby created, such resignation to become effective upon (i) the appointment of a successor collateral agent or collateral agents by the Representatives and Collateral Agent, (ii) the acceptance of such appointment by such successor collateral agent or collateral agents. The Collateral Agent may be removed at any time without cause and a (iii) the approval of such successor collateral agent appointed Collateral Agent evidenced by one or more instruments signed by the affirmative vote Administrative Agent and GSX (which approval, in the case of Majority Creditors; provided that the GSX, shall not be unreasonably withheld). If no successor Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor collateral agent or collateral agents shall be appointed and approved shall have accepted such appointment within thirty 90 days from after the date of the giving of Collateral Agent gives the aforesaid notice of resignation or within thirty days from the date of such removalresignation, the Collateral Agent Agent, GSX, the Administrative Agent, the Public Debt Trustee or any other Secured Party may apply, at the expense of the Grantors, apply to any court of competent jurisdiction to appoint a successor collateral agent or collateral agents (which may be an individual or individuals) Collateral Agent to act until such time, if any, as a successor collateral agent or collateral agents Collateral Agent shall have been appointed as above providedprovided in this Section 5.6. Any successor collateral agent or collateral agents so appointed by such court shall immediately and without further act be superseded by any successor collateral agent or collateral agents Collateral Agent appointed by the Majority CreditorsAdministrative Agent as provided in Section 5.6(b). The Administrative Agent may, at any time upon giving 30 days' prior written notice thereof to the Collateral Agent and the Public Debt Trustee, remove the Collateral Agent and appoint a successor Collateral Agent, such removal to be effective upon the acceptance of such appointment by the successor. The Collateral Agent shall be entitled to Collateral Agent Fees to the extent incurred or arising, or relating to events occurring, before such resignation or removal.

Resignation and Removal of the Collateral Agent. (a) The Collateral Agent may at any time, by giving thirty days' ’ prior written notice to AWHI BMCA and the Representatives, each Lender Representative resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the appointment of a successor collateral agent or collateral agents by the Representatives Required Lender Representative, and the acceptance of such appointment by such successor collateral agent or collateral agents. The Collateral Agent may be removed at any time without cause and a successor collateral agent appointed by the affirmative vote of Majority Creditorsthe Required Lender Representative and written notice thereof delivered to the Collateral Agent; provided that the Collateral Agent shall be entitled to its fees and expenses to the date of removal. If no successor collateral agent or collateral agents shall be appointed and approved within thirty days from the date of the giving of the aforesaid notice of resignation or within thirty days from the date of such removal, the Collateral Agent may applyshall, at the expense of the Grantorsor any Lender Representative may, apply to any court of competent jurisdiction to appoint a successor collateral agent or collateral agents (which may be an individual or individuals) to act until such time, if any, as a successor collateral agent or collateral agents shall have been appointed as above provided. Any successor collateral agent or collateral agents so appointed by such court shall immediately and without further act be superseded by any successor collateral agent or collateral agents appointed by the Majority CreditorsRequired Lender Representative.

Resignation and Removal of the Collateral Agent. (a) The If the Collateral Agent may at any timeshall resign as Collateral Agent under this Agreement (or be removed pursuant to SECTION 17(b)), by giving thirty days' prior written the Collateral Agent shall deliver notice of resignation promptly to AWHI and all the Representatives, resign and Secured Creditors. Such resignation (or removal) shall be discharged of the responsibilities hereby created, such resignation to become effective upon the appointment of a successor collateral agent or collateral agents by the Representatives Collateral Agent and the acceptance payment to the outgoing Collateral Agent of such appointment by such successor collateral agent or collateral agentsall amounts owed to it hereunder. The Required Creditors may appoint a successor Collateral Agent may be removed at any time without cause and a for the Secured Creditors, which successor collateral agent appointed by the affirmative vote of Majority Creditors; provided that the Collateral Agent shall be entitled to its fees a commercial bank, insurance company or trust company organized under the laws of the United States of America or any state thereof having a combined surplus and expenses capital of not less than $100,000,000, whereupon such successor Collateral Agent shall succeed to the date rights, powers and duties of removal. If no successor collateral agent or collateral agents the former Collateral Agent and the obligations of the former Collateral Agent shall be appointed terminated and approved within thirty days from canceled, without any other or further act or deed on the date part of such former Collateral Agent or any of the giving of parties to this Agreement; PROVIDED, HOWEVER, that if the aforesaid Secured Creditors cannot agree as to a successor Collateral Agent within fifteen (15) days after notice of such resignation (or within thirty days from removal), then the date of such removal, the resigning (or removed) Collateral Agent may applyappoint an interim Collateral Agent (which shall not be the Bank, at a Noteholder, NGOP or any Affiliate of any thereof) meeting the expense qualifications set forth above to act as Collateral Agent pending the appointment of the Grantors, to any court of competent jurisdiction to appoint a successor collateral agent or collateral agents (which may be an individual or individuals) to act until such time, if any, as a successor collateral agent or collateral agents shall have been appointed as above provided. Any successor collateral agent or collateral agents so appointed by such court shall immediately and without further act be superseded by any successor collateral agent or collateral agents appointed by Collateral Agent through the Majority Creditorsprocedure described herein.