Common use of Resignation or Replacement of the Collateral Agent Clause in Contracts

Resignation or Replacement of the Collateral Agent. (a) The Collateral Agent may resign and appoint one of its Affiliates as successor by giving five Business Days’ prior written notice to the other Finance Parties and the Borrower. (b) Alternatively, the Collateral Agent may resign by giving thirty (30) days’ written notice to the other Finance Parties and the Borrower, in which case the Majority Noteholders may appoint a successor Collateral Agent. (c) If the Majority Noteholders have not appointed a successor Collateral Agent in accordance with clause (b) above within twenty (20) days after notice of resignation was given, the retiring Collateral Agent may appoint a successor Collateral Agent or petition a court of competent jurisdiction to appoint a successor Collateral Agent. (d) The retiring Collateral Agent shall, at the Borrower’s cost, make available to the successor Collateral Agent such documents and records and provide such assistance as the successor Collateral Agent may reasonably request for the purposes of performing its functions as Collateral Agent under the Note Documents. The Borrower shall indemnify the retiring Collateral Agent prior to it being required to undertake any actions referred to in this clause (d) for the amount of all costs and expenses (including legal fees) to be properly incurred by it in making available such documents and records and providing such assistance. The Collateral Agent’s resignation notice shall only take effect upon: (i) the appointment of a successor; and (ii) the transfer, by way of a document expressed as a deed, of all the Collateral to that successor. (e) Upon the appointment of a successor, the retiring Collateral Agent shall be discharged, by way of a document executed as a deed, from any further obligation in respect of the Note Documents (other than its obligations under Section 14.5(b) and clause (d) above) but shall remain entitled to the benefit of this Section 14 and any other provisions of a Note Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Collateral Agent. Any fees for the account of the retiring Collateral Agent shall cease to accrue from (and shall be payable on) the date on which a successor is appointed. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been a Party as of the Closing Date. (f) The Majority Noteholders may, by notice to the Collateral Agent, require the Collateral Agent to resign in accordance with clause (b) above. In this event, the Collateral Agent shall resign in accordance with clause (b) above but the cost referred to in clause (d) above shall be for the account of the Borrower. (g) The consent of the Borrower is not required for an assignment or transfer of rights and/or obligations by the Collateral Agent in accordance with this Note.

Resignation or Replacement of the Collateral Agent. (a) The Collateral Agent may resign and appoint one of its Affiliates as successor by giving five Business Days’ prior written notice to the other Finance Parties and the Borrower. (b) Alternatively, the Collateral Agent may at any time resign by giving thirty (30) days’ ' prior written notice thereof to each Secured Party and the Borrowers, provided that no resignation shall be effective until a successor for the Collateral Agent is appointed. The Requisite Party may, at its own cost and expense which shall be reimbursed by Borrowers pursuant to the other Finance Parties terms of the applicable Credit Documents, at any time, with or without cause, remove the Collateral Agent and replace it with a successor Collateral Agent under this Agreement and the BorrowerSecurity Documents. Following any resignation or removal, in which case the Majority Noteholders may Requisite Party shall appoint a successor Collateral Agent. (c) If , which may, but need not be, the Majority Noteholders have not appointed a Requisite Party. The Requisite Party shall notify the other parties hereto in writing of the appointment of any successor Collateral Agent. After any such removal or resignation, if no successor Collateral Agent in accordance with clause shall have been so appointed by the Requisite Party and shall have accepted such appointment within forty-five (b) above within twenty (2045) days after notice the removal of resignation was given, the Collateral Agent or the retiring Collateral Agent may appoint a successor Agent's giving of notice of resignation, then the removed or retiring Collateral Agent or petition a court may, on behalf of competent jurisdiction to the Secured Parties, appoint a successor Collateral Agent. , which shall be a financial institution having a long-term bank deposit rating of not less than "A" if rated by Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc., or Xxxxx'x Investors Services, Inc. In the event of any such removal and replacement, (dx) The retiring the Collateral Agent shall, at the Borrower’s cost, make available hereby agrees to the execute and deliver to such successor Collateral Agent all Collateral in Collateral Agent's possession, (y) each Borrower and Collateral Agent agree to deliver to such documents and records and provide such assistance as the successor Collateral Agent may reasonably request for all documents required by such successor Collateral Agent to transfer the purposes Liens of performing its functions Collateral Agent in the Collateral to such successor Collateral Agent, and (z) each Borrower and Collateral Agent hereby agree that such successor Collateral Agent may, among other things, file UCC Financing Statements to perfect such successor Collateral Agent's Liens in the Collateral pursuant to the terms of the Security Documents. Upon the acceptance of any appointment as Collateral Agent under hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the Note Documents. The Borrower shall indemnify rights, powers, privileges and duties of the retiring Collateral Agent prior to it being required to undertake any actions referred to in this clause (d) for the amount of all costs Agent, and expenses (including legal fees) to be properly incurred by it in making available such documents and records and providing such assistance. The Collateral Agent’s resignation notice shall only take effect upon: (i) the appointment of a successor; and (ii) the transfer, by way of a document expressed as a deed, of all the Collateral to that successor. (e) Upon the appointment of a successor, the retiring Collateral Agent shall thereupon, without more, be dischargeddischarged from its duties and obligations hereunder. After any retiring Collateral Agent's resignation or removal, by way the provisions of a document executed as a deedthis Agreement and the Security Documents, from including, without limitation, any further obligation rights of indemnification shall continue in effect for its benefit in respect of the Note Documents (other than its obligations under Section 14.5(b) and clause (d) above) but shall remain entitled any actions taken or omitted to the benefit of this Section 14 and any other provisions of a Note Document which are expressed to limit or exclude its liability (or to indemnify it) in be taken by it while it was acting as Collateral Agent. Any fees for the account of the retiring Collateral Agent shall cease to accrue from (and shall be payable on) the date on which a successor is appointed. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been a Party as of the Closing Date. (f) The Majority Noteholders may, by notice to the Collateral Agent, require the Collateral Agent to resign in accordance with clause (b) above. In this event, the Collateral Agent shall resign in accordance with clause (b) above but the cost referred to in clause (d) above shall be for the account of the Borrower. (g) The consent of the Borrower is not required for an assignment or transfer of rights and/or obligations by the Collateral Agent in accordance with this Note.

Resignation or Replacement of the Collateral Agent. (a) The Collateral Agent may resign and appoint one of its Affiliates as successor by giving five Business Days’ prior written notice to the other Finance Parties and the Borrower. (b) Alternatively, for the Collateral Agent is appointed. The Requisite Party may resign by giving thirty (30) days’ written notice to at any time, with or without cause, remove the other Finance Parties Collateral Agent and replace it with a successor Collateral Agent. Following any resignation or removal, the Borrower, in which case the Majority Noteholders may Requisite Party shall appoint a successor Collateral Agent. (c) , which may, but need not be, the Requisite Party. The Requisite Party shall notify the other parties hereto in writing of the appointment of any successor Collateral Agent. If the Majority Noteholders have not appointed a no successor Collateral Agent in accordance with clause shall have been so appointed by the Requisite Party and shall have accepted such appointment within forty-five (b) above within twenty (2045) days after the retiring Collateral Agent's giving of notice of resignation was givenresignation, then the retiring Collateral Agent may appoint a successor Collateral Agent or petition a court may, on behalf of competent jurisdiction to the Secured Parties, appoint a successor Collateral Agent. (d) The retiring , which shall be a financial institution having a long-term bank deposit rating of not less than "A" if rated by Standard & Poor's Corporation or Moodx'x Xxxestors Services, Inc. Upon the acceptance of any appointment as Collateral Agent shallhereunder by a successor Collateral Agent, at the Borrower’s cost, make available to the such successor Collateral Agent such documents shall thereupon succeed to and records become vested with all the rights, powers, privileges and provide such assistance as the successor Collateral Agent may reasonably request for the purposes duties of performing its functions as Collateral Agent under the Note Documents. The Borrower shall indemnify the retiring Collateral Agent prior to it being required to undertake any actions referred to in this clause (d) for the amount of all costs Agent, and expenses (including legal fees) to be properly incurred by it in making available such documents and records and providing such assistance. The Collateral Agent’s resignation notice shall only take effect upon: (i) the appointment of a successor; and (ii) the transfer, by way of a document expressed as a deed, of all the Collateral to that successor. (e) Upon the appointment of a successor, the retiring Collateral Agent shall be dischargeddischarged from its duties and obligations hereunder. After any retiring Collateral Agent's resignation or removal, by way the provisions of a document executed as a deed, from any further obligation this Agreement and the Security Documents shall continue in effect for its benefit in respect of the Note Documents (other than its obligations under Section 14.5(b) and clause (d) above) but shall remain entitled any actions taken or omitted to the benefit of this Section 14 and any other provisions of a Note Document which are expressed to limit or exclude its liability (or to indemnify it) in be taken by it while it was acting as Collateral Agent. Any fees for the account of the retiring Collateral Agent shall cease to accrue from (and shall be payable on) the date on which a successor is appointed. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been a Party as of the Closing Date. (f) The Majority Noteholders may, by notice to the Collateral Agent, require the Collateral Agent to resign in accordance with clause (b) above. In this event, the Collateral Agent shall resign in accordance with clause (b) above but the cost referred to in clause (d) above shall be for the account of the Borrower. (g) The consent of the Borrower is not required for an assignment or transfer of rights and/or obligations by the Collateral Agent in accordance with this Note.

Resignation or Replacement of the Collateral Agent. (a) The Collateral Agent may resign and appoint one of its Affiliates as successor by giving five Business Days’ prior written notice to the other Finance Parties and the Borrower. (b) Alternatively, the Collateral Agent may resign by giving thirty (30) days’ written notice to the other Finance Parties and the Borrower, in which case the Majority Noteholders may appoint a successor Collateral Agent. (c) If the Majority Noteholders have not appointed a successor Collateral Agent in accordance with clause (b) above within twenty (20) days after notice of resignation was given, the retiring Collateral Agent may appoint a successor Collateral Agent or petition a court of competent jurisdiction to appoint a successor Collateral Agent. (d) The retiring Collateral Agent shall, at the Borrower’s cost, make available to the successor Collateral Agent such documents and records and provide such assistance as the successor Collateral Agent may reasonably request for the purposes of performing its functions as Collateral Agent under the Note Documents. The Borrower shall indemnify the retiring Collateral Agent prior to it being required to undertake any actions referred to in this clause (d) for the amount of all costs and expenses (including legal fees) to be properly incurred by it in making available such documents and records and providing such assistance. The Collateral Agent’s resignation notice shall only take effect upon: (i) the appointment of a successor; and (ii) the transfer, by way of a document expressed as a deed, of all the Collateral to that successor. (e) Upon the appointment of a successor, the retiring Collateral Agent shall be discharged, by way of a document executed as a deed, from any further obligation in respect of the Note Documents (other than its obligations under Section 14.5(b13.5(b) and clause (d) above) but shall remain entitled to the benefit of this Section 14 13 and any other provisions of a Note Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Collateral Agent. Any fees for the account of the retiring Collateral Agent shall cease to accrue from (and shall be payable on) the date on which a successor is appointed. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been a Party as of the Closing Date. (f) The Majority Noteholders may, by notice to the Collateral Agent, require the Collateral Agent to resign in accordance with clause (b) above. In this event, the Collateral Agent shall resign in accordance with clause (b) above but the cost referred to in clause (d) above shall be for the account of the Borrower. (g) The consent of the Borrower or Jet Share is not required for an assignment or transfer of rights and/or obligations by the Collateral Agent in accordance with this Note.