Common use of RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR Clause in Contracts

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) FMS-WM agrees, for the benefit of the holders from time to time of the Notes, that there shall at all times be a Fiscal Agent hereunder which shall be a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in The City of New York, State of New York, U.S.A., and authorized under such laws to exercise corporate trust powers, until all the Notes authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent or Registrar for cancellation or (ii) become due and payable and monies sufficient to pay the principal thereof and interest due thereon shall have been made available to the Paying Agent and either paid to the persons entitled thereto or returned to FMS-WM as provided herein and in such Notes. (b) Any Agent may at any time resign as such agent by giving written notice to FMS-WM (and to the Fiscal Agent, in the case of the resignation of an Agent other than the Fiscal Agent) of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that such date shall not be less than 60 days after the date on which such notice is given unless FMS-WM agrees to accept less notice. If FMS-WM fails to appoint a successor agent within ten days before the expiry of such 60 days’ notice period, such Agent may, at the expense of FMS-WM, select a replacement Agent. Any Agent hereunder may be removed at any time and for any reason by the filing with it of an instrument in writing signed by or on behalf of FMS-WM and specifying such removal and the date when it shall become effective, provided that such date shall not be less than 60 days after the date on which such notice is given unless such Agent agrees to accept less notice. Any resignation or removal of any Agent shall take effect upon the appointment by FMS-WM, as hereinafter provided, of a successor agent and the acceptance of such appointment by such successor. Upon its resignation or removal, the Agent shall be entitled to the payment by FMS-WM of the compensation agreed to under Section 5(a) hereof for, and to the reimbursement of all reasonable out-of-pocket expenses incurred in connection with, the services rendered hereunder by the Agent. (c) In case at any time any Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed, or if any public officer shall have taken charge or control of any Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor agent, qualified as aforesaid under Subsection 6(a), shall be appointed by FMS-WM by an instrument in writing, filed with the successor agent. Upon the appointment as aforesaid of a successor agent and acceptance of such appointment, the Agent so superseded shall cease to be such Agent hereunder. (d) Any successor agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to FMS-WM an instrument accepting such appointment hereunder, and thereupon such successor agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor, with like effect as if originally named as such Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor, as Agent hereunder. FMS-WM shall give notice thereof to holders of the Notes in accordance with the text of the Notes. (e) Any corporation or bank into which any Agent hereunder may be merged or converted or any corporation or bank with which any Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which any Agent shall be a party, or any corporation or bank to which any Agent shall sell or otherwise transfer all or substantially all of the assets of its corporate trust business, provided that such corporation or bank shall be qualified as aforesaid under Subsection 6(a), shall be the successor of such Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) FMS-WM CAF agrees, for the benefit of the holders from time to time of the NotesSecurities, that there shall at all times be a Fiscal Agent hereunder which shall be a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in The City of New York, State of New York, U.S.A., and authorized under such laws to exercise corporate trust powers, until all the Notes Securities authenticated and delivered hereunder (i) shall have been delivered to the Fiscal Agent or Registrar for cancellation or (ii) become due and payable and monies sufficient to pay the principal thereof and interest due thereon shall have been made available to the Paying Fiscal Agent and either paid to the persons entitled thereto or returned to FMS-WM CAF as provided herein and in such NotesSecurities (such date being herein referred to as the “Termination Date”). (b) Any The Fiscal Agent may at any time resign as such agent by giving written notice to FMS-WM (and to the Fiscal Agent, in the case of the resignation of an Agent other than the Fiscal Agent) CAF of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that such date shall not be less than 60 days three months after the date on which such notice is given unless FMS-WM CAF agrees to accept less notice. If FMS-WM CAF fails to appoint a successor agent Fiscal Agent within ten days before a reasonable period of time after such resignation (upon such three months written notice), the expiry Fiscal Agent may apply to a court of such 60 days’ notice period, such competent jurisdiction for the purpose of having a successor Fiscal Agent may, at the expense of FMS-WM, select a replacement Agentappointed. Any The Fiscal Agent hereunder may be removed at any time and for any reason by the filing with it of an instrument in writing signed by or on behalf of FMS-WM CAF and specifying such removal and the date when it shall become effective, provided that such date shall not be less than 60 days after the date on which such notice is given unless such Agent agrees to accept less notice. Any resignation or removal of any the Fiscal Agent shall take effect upon the appointment by FMS-WMCAF, as hereinafter provided, of a successor agent Fiscal Agent and the acceptance of such appointment by such successor. Upon its resignation or removal, the Fiscal Agent shall be entitled to the payment by FMS-WM CAF of the compensation agreed to under Section 5(a) hereof for, and to the reimbursement of all reasonable out-of-pocket expenses incurred in connection with, the services rendered hereunder by the Fiscal Agent. (c) In case at any time any the Fiscal Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed, or if any public officer shall have taken charge or control of any the Fiscal Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor agentFiscal Agent, qualified as aforesaid under Subsection 6(a)aforesaid, shall be appointed by FMS-WM CAF by an instrument in writing, filed with the successor agentFiscal Agent. Upon the appointment as aforesaid of a successor agent Fiscal Agent and acceptance of such appointment, the Fiscal Agent so superseded shall cease to be such Fiscal Agent hereunder. (d) Any successor agent Fiscal Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to FMS-WM CAF an instrument accepting such appointment hereunder, and thereupon such successor agentFiscal Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor, with like effect as if originally named as such Fiscal Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor agent Fiscal Agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor, as Fiscal Agent hereunder. FMS-WM CAF shall give notice thereof to holders of the Notes Securities in accordance with the text of the NotesSecurities. (e) Any corporation or bank into which any the Fiscal Agent hereunder may be merged or converted or any corporation or bank with which any the Fiscal Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which any the Fiscal Agent shall be a party, or any corporation or bank to which any the Fiscal Agent shall sell or otherwise transfer all or substantially all of the assets of its corporate trust business, provided that such corporation or bank it shall be qualified as aforesaid under Subsection 6(a)aforesaid, shall be the successor of such Fiscal Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.