Common use of Resignation by the Collateral Agent Clause in Contracts

Resignation by the Collateral Agent. (a) The Collateral Agent may resign from the performance of all of its functions and duties under this Agreement at any time by giving 15 Business Days' prior or written notice to the Assignors and the Lenders. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clause (b) or (c) below. <PAGE> 31 EXHIBIT H Page 26 (b) If a successor Collateral Agent shall not have been appointed within said 15 Business Day period by the Required Secured Creditors, the Collateral Agent, with the consent of each Assignor, which consent shall not be unreasonably withheld, shall then appoint a successor Collateral Agent who shall serve as Collateral Agent hereunder or thereunder until such time, if any, as the Required Secured Creditors appoint a successor Collateral Agent as provided above. (c) If no successor Collateral Agent has been appointed pursuant to clause (b) above by the 15th Business Day after the date of such notice of resignation was given by the Collateral Agent, as a result of a failure by such Assignor to consent to the appointment of such a successor Collateral Agent, the Required Secured Creditors shall then appoint a successor Collateral Agent who shall serve as Collateral Agent hereunder or thereunder until such time, if any, as the Required Secured Creditors appoint a successor Collateral Agent as provided above. 10.10.

Resignation by the Collateral Agent. (a) The Collateral Agent may resign from the performance of all of its functions and duties under this Agreement as such at any time by giving 15 Business Daysupon at least thirty (30) days' prior or written notice to the Assignors Lessee, the Lessor, the other Agents and the LendersParticipants. Such resignation In the event of such resignation, the Majority Participants shall take effect upon the appointment of as promptly as practicable appoint a successor Collateral Agent pursuant agent to clause (b) or (c) below. <PAGE> 31 EXHIBIT H Page 26 (b) If a successor Collateral Agent shall not have been appointed within said 15 Business Day period by the Required Secured Creditors, replace the Collateral Agent, with subject to the prior written consent of each Assignor, which the Lessee (provided that such consent shall not (x) be required during the continuance of a Lease of Default or Construction Agency Event of Default or any other Event of Default caused by a Lease Default or Construction Agency Event of Default and the exercise of remedies under the Operative Documents as a result thereof and (y) in any event, be unreasonably withheld, shall then appoint a successor Collateral Agent who shall serve as Collateral Agent hereunder or thereunder until such time, if any, as the Required Secured Creditors appoint a successor Collateral Agent as provided above). (c) If no successor Collateral Agent has shall have been so appointed pursuant to clause (b) above by the 15th Business Day Majority Participants, and shall have accepted such appointment, within 30 days after the date retiring Collateral Agent's giving of such notice of resignation was given by resignation, then the retiring Collateral Agent may petition a court of competent jurisdiction to appoint a successor Collateral Agent. Any successor Collateral Agent shall (1) be a commercial bank organized under the laws of the United States of America or of any State thereof having a combined capital and surplus of at least $200,000,000, and (2) have commercial paper ratings of A-1 from S&P and P-1 from Xxxxx'x. Upon the acceptance of any appointment as a result of a failure Collateral Agent hereunder by such Assignor to consent to the appointment of such a successor Collateral Agent, the Required Secured Creditors shall then appoint a such successor Collateral Agent who shall serve as thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent hereunder or thereunder until such time, if any, as shall be discharged from its duties and obligations hereunder. Notwithstanding the Required Secured Creditors appoint a successor resignation of the Collateral Agent or any Collateral Agent hereunder, the provisions of Section 12.17 shall continue to inure to the benefit of the Collateral Agent in respect of any action taken or omitted to be taken by the Collateral Agent in its capacity as provided above. 10.10such while it was such under the Operative Documents.

Resignation by the Collateral Agent. (a) The Collateral Agent may resign from the performance of all of its functions and duties under this the Agreement and the other Transaction Documents at any time by giving 15 Business Days30 days' prior or written notice (as provided in the Agreement) to the Assignors Borrowers and the Lenders. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clause clauses (b) or and (c) below. <PAGE> 31 EXHIBIT H Page 26 (bbelow.(b) Upon any such notice of resignation, the Lenders, acting by a Majority in Interest, shall appoint a successor Collateral Agent hereunder.(c) If a successor Collateral Agent shall not have been so appointed within said 15 Business Day period by the Required Secured Creditors30-day period, the Collateral Agent, with the consent of each Assignor, which consent shall not be unreasonably withheld, Agent shall then appoint a successor Collateral Agent who shall serve as Collateral Agent hereunder or thereunder until such time, if any, as the Required Secured Creditors Lenders appoint a successor Collateral Agent as provided above. (c) If no a successor Collateral Agent has not been appointed pursuant to clause (b) above by the 15th Business Day after the date of within such notice of resignation was given by 30-day period, the Collateral Agent, as Agent may petition any court of competent jurisdiction or may interplead the Borrowers and the Lenders in a result of a failure by such Assignor to consent to proceeding for the appointment of such a successor Collateral Agent, and all fees, including, but not limited to, extraordinary fees associated with the Required Secured Creditors filing of interpleader and expenses associated therewith, shall then appoint a successor Collateral Agent who shall serve as Collateral Agent hereunder or thereunder until such time, if any, as be payable by the Required Secured Creditors appoint a successor Collateral Agent as provided above. 10.10Borrowers on demand.

Resignation by the Collateral Agent. (a) The Collateral Agent may resign from the performance of all of its functions and duties under this the Agreement and the other Transaction Documents at any time by giving 15 Business Days10 calendar days' prior or written notice (as provided in the Agreement) to the Assignors Borrower and the LendersLender. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clause clauses (b) or and (c) below. <PAGE> 31 EXHIBIT H Page 26 (bbelow.(b) Upon any such notice of resignation, the Lender, acting by a Majority in Interest, shall appoint a successor Collateral Agent hereunder.(c) If a successor Collateral Agent shall not have been so appointed within said 15 Business Day period by the Required Secured Creditors30-day period, the Collateral Agent, with the consent of each Assignor, which consent shall not be unreasonably withheld, Agent shall then appoint a successor Collateral Agent who shall serve as Collateral Agent hereunder or thereunder until such time, if any, as the Required Secured Creditors Lender appoint a successor Collateral Agent as provided above. (c) If no a successor Collateral Agent has not been appointed pursuant to clause (b) above by the 15th Business Day after the date of within such notice of resignation was given by 30-day period, the Collateral Agent, as Agent may petition any court of competent jurisdiction or may interplead the Borrower and the Lender in a result of a failure by such Assignor to consent to proceeding for the appointment of such a successor Collateral Agent, and all fees, including, but not limited to, extraordinary fees associated with the Required Secured Creditors filing of interpleader and expenses associated therewith, shall then appoint a successor Collateral Agent who shall serve as Collateral Agent hereunder or thereunder until such time, if any, as be payable by the Required Secured Creditors appoint a successor Collateral Agent as provided above. 10.10Borrower on demand.