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

Resignation or Removal of Collateral Agent. (a) The Collateral Agent may resign at any time by giving at least 60 days' notice thereof to the Secured Parties (such resignation to take effect upon the acceptance by a successor Collateral Agent of any appointment as the Collateral Agent hereunder). The Collateral Agent may be removed at any time with or without cause by written notice received by the Collateral Agent from the Required Secured Parties, such removal to be effective on the date specified by the Required Secured Parties. In the event of any such resignation or removal of the Collateral Agent, the Required Secured Parties shall thereupon have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have accepted such appointment within 60 days after the notice of the intent of the Collateral Agent to resign or 60 days of the notice of removal, as the case may be, then the retiring or removed Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent. If the Collateral Agent has resigned or been removed and no successor Collateral Agent has been appointed, the Required Secured Parties may perform all the duties of the Collateral Agent hereunder and the Grantors shall make all payments in respect of the Secured Obligations to the applicable Secured Party and for all other purposes shall deal directly with the Secured Parties. Any successor Collateral Agent appointed pursuant to this clause shall be a commercial bank or other financial institution organized under the laws of the United States of America or any state thereof having (1) a combined capital and surplus of at least $500,000,000 and (2) a rating upon its long-term senior unsecured indebtedness of "A" or better by Xxxxx'x Investors Service, Inc. or "A" or better by Standard & Poor's Corporation.

Resignation or Removal of Collateral Agent. (a) The Collateral Agent may resign at any time by giving at least 60 time, upon thirty (30) days' prior written notice thereof to the Secured Parties (such resignation to take effect upon the acceptance by a successor Collateral Agent of any appointment as the Collateral Agent hereunder). The Collateral Agent Xxxxxx and EMB, and may be removed at any time with or without cause by written notice received by the mutual consent of Xxxxxx and EMB, upon at least thirty (30) days' prior notice to the Collateral Agent from Agent. Prior to the Required Secured Parties, such removal to be effective on date of the date specified by the Required Secured Parties. In the event of any such resignation or removal of the Collateral Agent, the Required Secured Parties or any successor Collateral Agent, Xxxxxx and EMB shall thereupon have the right to appoint a successor collateral agent to hold the Collateral Shares then held by the Collateral Agent. If no , and any such successor Collateral Agent collateral agent shall have accepted execute and deliver to the predecessor collateral agent and to Xxxxxx and EMB an instrument accepting such appointment within 60 days after appointment, and thereupon such successor collateral agent shall, without further act, become vested with all the notice rights and powers of the intent of the predecessor collateral agent as if originally named in this Collateral Agent Agreement, and shall thereafter become subject to resign or 60 days of the notice of removal, as the case may be, then the retiring or removed Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent. If the Collateral Agent has resigned or been removed and no successor Collateral Agent has been appointed, the Required Secured Parties may perform all the duties of the predecessor collateral agent. If Xxxxxx and EMB are unable to agree on a successor collateral agent by the effective date of the resignation or removal of the Collateral Agent, or any successor collateral agent, the Collateral Shares then held by the Collateral Agent hereunder and or such successor collateral agent shall be deposited with a party that shall be selected by EMB provided that EMB shall provide a written opinion of its legal counsel (who shall be reasonably acceptable to Xxxxxx) that the Grantors shall make all payments in respect holding of the Secured Obligations Collateral Shares by such party shall permit Xxxxxx to obtain and maintain a valid perfected first lien position in the applicable Secured Party and for all other purposes shall deal directly with the Secured Parties. Any successor Collateral Agent appointed pursuant to this clause shall be a commercial bank or other financial institution organized under the laws of the United States of America or any state thereof having (1) a combined capital and surplus of at least $500,000,000 and (2) a rating upon its long-term senior unsecured indebtedness of "A" or better by Xxxxx'x Investors Service, Inc. or "A" or better by Standard & Poor's CorporationShares.

Resignation or Removal of Collateral Agent. (a) The Collateral Agent may resign at any time resign and be discharged from the trusts hereby created by giving at least 60 30 days' prior written notice thereof to the Secured Parties (Servicer, and the Notice Parties. Upon receiving such resignation to take effect upon notice of resignation, with the acceptance by prior written consent of the Notice Parties, the Servicer shall promptly appoint a successor Collateral Agent (approved by the Surety Provider in writing) by written instrument, in duplicate, one copy of any appointment as which instrument shall be delivered to the resigning Collateral Agent hereunder). The Collateral Agent may be removed at any time with or without cause by written notice received by and one copy to the Collateral Agent from the Required Secured Parties, such removal to be effective on the date specified by the Required Secured Parties. In the event of any such resignation or removal of the Collateral Agent, the Required Secured Parties shall thereupon have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed and have accepted such appointment within 60 30 days after the giving of such notice of resignation, the intent resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent acceptable to the Surety Provider. If at any time the Collateral Agent shall cease to be eligible in accordance with the provisions of Section 11.5 and shall fail to resign after written request therefor by the Servicer, the Administrative Agent or the Bank Agent with the prior written consent of the Surety Provider, or the Surety Provider, or if at any time the Collateral Agent shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver, conservator or liquidator of the Collateral Agent to resign or 60 days of its property shall be appointed, or any public officer shall take charge or control of the notice Collateral Agent or of removalits property or affairs for the purpose of rehabilitation, as conservation or liquidation, or if the case may beCollateral Agent breaches any of its representations, warranties or covenants hereunder, then the retiring Administrative Agent, the Bank Agent or removed Collateral Agent maythe Servicer, on behalf with the consent of the Secured Notice Parties, appoint a successor may or shall, at the direction of the Surety Provider, remove the Collateral Agent. If the Administrative Agent, the Bank Agent or the Servicer shall remove the Collateral Agent has resigned or been removed and no under the authority of the immediately preceding sentence, the Servicer shall promptly appoint a successor Collateral Agent has been appointed(approved by the Surety Provider in writing) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Required Secured Parties may perform Collateral Agent so removed and one copy to the successor Collateral Agent, and pay all fees owed to the duties outgoing Collateral Agent. Any resignation or removal of the Collateral Agent hereunder and the Grantors shall make all payments in respect appointment of the Secured Obligations to the applicable Secured Party and for all other purposes shall deal directly with the Secured Parties. Any a successor Collateral Agent appointed pursuant to this clause shall be a commercial bank or other financial institution organized under the laws any of the United States provisions of America or any state thereof having (1) a combined capital this Section 11.6 shall not become effective until acceptance of appointment by the successor Collateral Agent pursuant to Section 11.7 and surplus payment of at least $500,000,000 all fees and (2) a rating upon its long-term senior unsecured indebtedness of "A" or better by Xxxxx'x Investors Service, Inc. or "A" or better by Standard & Poor's Corporationexpenses owed to the outgoing Collateral Agent.

Resignation or Removal of Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided below, (ai) The the Collateral Agent may resign at any time by giving at least 60 days' not less than sixty (60) days notice thereof to the Secured Parties (such resignation to take effect upon the acceptance by a successor Collateral Agent of any appointment as Administrative Agent, the Collateral Agent hereunder). The Agent, the Trustee, the VEPCO L/C Agent, the Partnership and the Funding Corporation and (ii) the Collateral Agent may be removed at any time with or without cause by written notice received by the Collateral Intercreditor Agent from (acting pursuant to the Required Secured Parties, such removal to be effective on the date specified by the Required Secured PartiesIntercreditor Agreement). In the event of Upon any such resignation or removal referred to in clauses (i) and (ii) of the Collateral Agentpreceding sentence, the Required Secured Parties Intercreditor Agent (acting pursuant to the Intercreditor Agreement) shall thereupon have the right to appoint a successor Collateral Agent, which Collateral Agent shall be reasonably acceptable to the Partnership and the Funding Corporation unless an Event of Default shall have occurred and be continuing. If no successor Collateral Agent shall have been so appointed by the Intercreditor Agent (acting pursuant to the Intercreditor Agreement) and shall have accepted such appointment within 60 sixty (60) days after the retiring Collateral Agent's giving of notice of resignation or the intent Intercreditor Agent (acting pursuant to the Intercreditor Agreement) removal of the retiring Collateral Agent to resign or 60 days of the notice of removal, as the case may beAgent, then the retiring or removed Collateral Agent may, on behalf of the Intercreditor Agent (acting pursuant to the Intercreditor Agreement) and the other Senior Secured Parties, petition a court of competent jurisdiction for a successor or it may appoint a successor Collateral Agent. If the Collateral Agent has resigned or been removed and no successor Collateral Agent has been appointed, the Required Secured Parties may perform all the duties of the Collateral Agent hereunder and the Grantors shall make all payments in respect of the Secured Obligations to the applicable Secured Party and for all other purposes shall deal directly with the Secured Parties. Any successor Collateral Agent appointed pursuant to this clause which shall be a commercial bank or other financial institution organized under trust company (a) acceptable to the laws of Intercreditor Agent (acting pursuant to the United States of America or any state thereof Intercreditor Agreement), (b) having (1) a combined capital and surplus of at least $500,000,000 and 50,000,000, (2c) having offices in New York, New York, (d) having a rating upon its long-term senior unsecured indebtedness credit rating of not less than "BBB-" from S&P and "Baa3" Xxxxx'x, provided that any such bank with long-term credit ratings of "ABBB-" and "Baa3" shall not cease to be a Collateral Agent upon a downward change in either such rating of no more than one category or better grade of such rating, as the case may be, and (e) unless an Event of Default has occurred and is continuing, reasonably acceptable to the Partnership and the Funding Corporation. Upon the acceptance of any appointment as Collateral Agent hereunder by Xxxxx'x Investors Servicea successor Collateral Agent, Inc. (i) such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder, and (ii) the retiring Collateral Agent shall promptly transfer all Collateral within its possession or "A" control to the possession or better control of the successor Collateral Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Collateral Agent in respect of the Collateral to the successor Collateral Agent. After any retiring Collateral Agent's resignation, removal or replacement hereunder as Collateral Agent, the provisions of this Article 2 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by Standard & Poor's Corporationit while it was acting as Collateral Agent.

Resignation or Removal of Collateral Agent. (a) The ------------------------------------------ Collateral Agent may resign at any time by giving at least 60 days' 30 days prior written notice thereof to the Secured Parties (such resignation to take effect upon Banks and the acceptance by a successor Collateral Agent of any appointment as the Collateral Agent hereunder)Borrowers. The Collateral Agent may be removed at any time with or without cause by written notice received by the Collateral Agent from the Required Secured Parties, such removal to be effective on the date specified by the Required Secured Parties. In the event of Upon any such resignation or removal of the Collateral Agentresignation, the Required Secured Parties Banks shall thereupon have the right to appoint a successor Collateral AgentAgent which shall be Fleet or another financial institution reasonably acceptable to the Borrowers and shall be a Bank or another financial institution having a combined capital and surplus in excess of $100,000,000. If no successor Collateral Agent shall have been so appointed by the Banks and shall have accepted such appointment within 60 30 days after the retiring Collateral Agent's giving of notice of the intent of the Collateral Agent to resign or 60 days of the notice of removal, as the case may beresignation, then the retiring or removed Collateral Agent may, on behalf of the Secured PartiesBanks, appoint a successor Collateral Agent. If the Collateral Agent has resigned or been removed and no successor Collateral Agent has been appointed, the Required Secured Parties may perform all the duties of the Collateral Agent hereunder and the Grantors which shall make all payments in respect of the Secured Obligations be reasonably acceptable to the applicable Secured Party Borrowers and for all other purposes shall deal directly with the Secured Parties. Any successor Collateral Agent appointed pursuant to this clause shall be a commercial bank or other financial institution organized under the laws of the United States of America or any state thereof having (1) a combined capital and surplus in excess of at least $500,000,000 100,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and (2) a rating upon become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its long-term senior unsecured indebtedness duties and obligations hereunder. After any retiring Collateral Agent's resignation, the provisions of "A" this Agreement shall continue in effect for its benefit in respect of any actions taken or better omitted to be taken by Xxxxx'x Investors Service, Inc. or "A" or better by Standard & Poor's Corporationit while it was acting as Collateral Agent.

Resignation or Removal of Collateral Agent. Subject to the ------------------------------------------ appointment and acceptance of a successor Collateral Agent as provided below, (ai) The the Collateral Agent may resign at any time by giving at least 60 days' not less than thirty (30) days notice thereof to the Secured Parties Administrative Agent, the Intercreditor Agent, the Trustee and the Issuer and (such resignation to take effect upon ii) the acceptance by a successor Collateral Agent of any appointment as the Collateral Agent hereunder). The Collateral Agent may be removed at any time with or without cause by written notice received by the Collateral Intercreditor Agent from (acting pursuant to the Required Secured Parties, such removal to be effective on the date specified by the Required Secured PartiesIntercreditor Agreement). In the event of Upon any such resignation or removal referred to in clauses (i) and (ii) of the Collateral Agentpreceding sentence, the Required Secured Parties Intercreditor Agent (acting pursuant to the Intercreditor Agreement) shall thereupon have the right to appoint a successor Collateral Agent, which Collateral Agent shall be reasonably acceptable to the Issuer unless an Event of Default shall have occurred and be continuing. If no successor Collateral Agent shall have been so appointed by the Intercreditor Agent (acting pursuant to the Intercreditor Agreement) and shall have accepted such appointment within 60 thirty (30) days after the retiring Collateral Agent's giving of notice of resignation or the intent Intercreditor Agent (acting pursuant to the Intercreditor Agreement) removal of the retiring Collateral Agent to resign or 60 days of the notice of removal, as the case may beAgent, then the retiring or removed Collateral Agent may, on behalf of the Intercreditor Agent (acting pursuant to the Intercreditor Agreement) and the other Secured Parties, petition a court of competent jurisdiction for a successor or it may appoint a successor Collateral Agent. If the Collateral Agent has resigned or been removed and no successor Collateral Agent has been appointed, the Required Secured Parties may perform all the duties of the Collateral Agent hereunder and the Grantors shall make all payments in respect of the Secured Obligations to the applicable Secured Party and for all other purposes shall deal directly with the Secured Parties. Any successor Collateral Agent appointed pursuant to this clause which shall be a commercial bank or other financial institution organized under trust company (a) acceptable to the laws of Intercreditor Agent (acting pursuant to the United States of America or any state thereof Intercreditor Agreement), (b) having (1) a combined capital and surplus of at least $500,000,000 50,000,000, (c) having offices in New York, New York, (d) having a long- term credit rating of not less than "BBB-" from S&P and (2) a rating upon its "Baa3" from Xxxxx'x, provided that any such bank with long-term senior unsecured indebtedness credit -------- ratings of "ABBB-" and "Baa3" shall not cease to be a Collateral Agent upon a downward change in either such rating of no more than one category or better grade of such rating, as the case may be, and (e) unless an Event of Default has occurred and is continuing, reasonably acceptable to the Issuer. Upon the acceptance of any appointment as Collateral Agent hereunder by Xxxxx'x Investors Servicea successor Collateral Agent, Inc. (i) such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder, and (ii) the retiring Collateral Agent shall promptly transfer all Collateral within its possession or "A" control to the possession or better control of the successor Collateral Agent and shall execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Collateral Agent in respect of the Collateral to the successor Collateral Agent. After any retiring Collateral Agent's resignation, removal or replacement hereunder as Collateral Agent, the provisions of this Article 2 shall continue in effect for its benefit in respect of any actions --------- taken or omitted to be taken by Standard & Poor's Corporationit while it was acting as Collateral Agent.

Resignation or Removal of Collateral Agent. (a) The Collateral Agent may resign at any time hereunder by giving at least 60 days' written notice thereof to the Secured Parties (Grantor, the Issuer and each Representative. The Instructing Group may remove the Collateral Agent at any time hereunder by giving written notice of such removal to the Collateral Agent, the Issuer and the Grantor. The Instructing Group shall be entitled to appoint a successor Collateral Agent reasonably acceptable to the Grantor in the event of a resignation or removal. Upon the appointment hereunder of any successor Collateral Agent, such successor Collateral Agent so appointed shall execute, acknowledge and deliver to take effect upon the Issuer, the Grantor, the Representatives and the retiring Collateral Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties hereunder of the retiring Collateral Agent. If the instrument of acceptance by a successor Collateral Agent shall not have been delivered within thirty (30) days after the giving of such notice of resignation or removal, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent with respect to such series at the joint and several cost of the Issuer and the Grantor. In no event shall any retiring Collateral Agent be liable for the compensation, acts or omissions of any appointment as the successor Collateral Agent hereunder). The Collateral Agent may be removed at any time with or without cause by written notice received by the Collateral Agent from the Required Secured Parties, such removal to be effective on the date specified by the Required Secured Parties. In the event of any such resignation or removal of the Collateral Agent, the Required Secured Parties shall thereupon have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have accepted such appointment within 60 days after the notice of the intent of the Collateral Agent to resign or 60 days of the notice of removal, as the case may be, then the retiring or removed Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent. If the Collateral Agent has resigned or been removed and no successor Collateral Agent has been appointed, the Required Secured Parties may perform all the duties of the Collateral Agent hereunder and the Grantors shall make all payments in respect of the Secured Obligations to the applicable Secured Party and for all other purposes shall deal directly with the Secured Parties. Any successor Collateral Agent appointed pursuant to this clause shall be a commercial bank or other financial institution organized under the laws of the United States of America or any state thereof having (1) a combined capital and surplus of at least $500,000,000 and (2) a rating upon its long-term senior unsecured indebtedness of "A" or better by Xxxxx'x Investors Service, Inc. or "A" or better by Standard & Poor's Corporation.

Resignation or Removal of Collateral Agent. (a) The Collateral Agent may resign at any time by giving at least 60 days' ’ notice thereof to the Secured Parties (such resignation to take effect upon the acceptance by a successor Collateral Agent of any appointment as the Collateral Agent hereunder). The Collateral Agent may be removed at any time with or without cause by written notice received by the Collateral Agent from the Required Secured Parties, such removal to be effective on the date specified by the Required Secured Parties. In the event of any such resignation or removal of the Collateral Agent, the Required Secured Parties shall thereupon have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been appointed by the Required Secured Parties and accepted such appointment within 60 45 days after the notice of the intent of the Collateral Agent to resign or 60 days of the notice of removal, as the case may be, then the retiring or removed Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent. If the Collateral Agent has resigned or been removed and no successor Collateral Agent has been appointed, the Required Secured Parties may perform all the duties of the Collateral Agent hereunder and the Grantors shall make all payments in respect of the Secured Obligations to the applicable Secured Party and for all other purposes shall deal directly with the Secured Parties. Any successor Collateral Agent appointed pursuant to this clause §2.9 shall be a commercial bank or other financial institution organized under the laws of the United States of America or any state thereof having (1) a combined capital and surplus of at least $500,000,000 and (2) a rating upon its long-term senior unsecured indebtedness of "“A" ” or better by Xxxxx'x Xxxxx’x Investors Service, Inc. or "“A" ” or better by Standard & Poor's Corporation’s Ratings Services.

Resignation or Removal of Collateral Agent. (a) The Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving at least 60 days' notice thereof to the Secured Parties (each Lender. Upon any such resignation to take effect upon the acceptance by resignation, a successor Collateral Agent may be appointed by the Required Lenders. If no successor Collateral Agent shall have been appointed as aforesaid and shall have accepted such appointment within 30 days after the retiring Collateral Agent’s giving of any appointment as notice of resignation, then the retiring Collateral Agent may, on behalf of the Lenders, appoint a successor Collateral Agent which shall be a depository institution with capital and surplus greater than $250,000,000 and which shall be qualified to perform its duties hereunder and under the Security Documents. If the Collateral Agent hereundershall fail or refuse to perform or commence performing any act set forth in written instructions delivered pursuant to, and in accordance with the terms and conditions of, this Agreement (other than where such nonperformance is beyond the control of the Collateral Agent or where such performance would entail a violation of applicable law or conflict with the provisions of this Agreement or any Financing Document). The , and such failure continues for a period of 15 days from the date of receipt of said written instructions, the Collateral Agent may be removed at any time with or without cause by written notice received by the Lender(s) directing the action which the Collateral Agent from the Required Secured Parties, such removal failed or refused to be effective on the date specified by the Required Secured Partiestake. In the event of any such resignation or removal of the Collateral Agent, the Required Secured Parties Such Lender(s) shall thereupon also have the right to appoint a successor Collateral Agent with the consent of the other Lenders (other than the Lender so removed as Collateral Agent. If ), and if no successor Collateral Agent shall have been so appointed and shall have accepted such appointment within 60 days five Business Days after removal, then the notice of Lender(s) which directed the intent of action which the Collateral Agent failed or refused to resign or 60 days of the notice of removal, as the case may be, then the retiring or removed Collateral Agent take may, on behalf of the Secured PartiesLenders, appoint a successor Collateral AgentAgent which shall be a depository institution with capital and surplus greater than $250,000,000 and which shall be qualified to perform its duties hereunder and under the Security Documents. If Upon the acceptance of any appointment as Collateral Agent has resigned or been removed and no hereunder by a successor Collateral Agent, such successor Collateral Agent has been appointed, the Required Secured Parties may perform shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder, except to the extent provided above for acts or omissions prior to the resignation or termination. After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, (a) the provisions of Sections 7.7 and the Grantors 7.8 shall make all payments continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent, (b) any Collateral held in possession of the Secured Obligations retiring Collateral Agent shall be delivered to the applicable Secured Party successor Collateral Agent, and for (c) the retiring Collateral Agent shall assign all of its rights as secured party, mortgagee, assignee, deed of trust beneficiary or other purposes shall deal directly similar position with respect to all of the Secured Parties. Any Collateral to the successor Collateral Agent appointed pursuant to this clause shall be a commercial bank or other financial institution organized under for the laws pro rata benefit of the United States of America or any state thereof having (1) a combined capital and surplus of at least $500,000,000 and (2) a rating upon its long-term senior unsecured indebtedness of "A" or better by Xxxxx'x Investors Service, Inc. or "A" or better by Standard & Poor's CorporationLenders.