Common use of Retirement or Removal of Agents Clause in Contracts

Retirement or Removal of Agents. (a) The Collateral Agent may retire at any time (without assigning any reason therefor and without being responsible for any costs occasioned by such retirement) by giving not less than 15 Business Days’ prior written notice to that effect to the Facility Agent (on behalf of the Lenders) and the Company. (b) The Delegate Collateral Agent may not resign except with the prior consent of the Collateral Agent. Only after such consent is received and subject to the other provisions of this Clause 7.3 and without being responsible for any costs occasioned by such resignation, the Delegate Collateral Agent may resign by giving not less than 15 Business Days’ prior written notice to that effect to the Facility Agent (on behalf of the Lenders) and the Company. (c) The Facility Agent (acting on the instructions of the Required Lenders), after consultation with the Parent, may remove an Agent from its role as trustee under this Deed by giving notice to that effect to the relevant Agent and each of the other Parties to this Deed. (d) The retirement or removal of a sole Collateral Agent or Delegate Collateral Agent shall not take effect until (i) the appointment of a successor Collateral Agent or Delegate Collateral Agent, as the case may be, as a co-trustee has been made and (ii) the Facility Agent is satisfied that all things required to be done in order that the relevant Credit Documents continue to provide perfected and enforceable security in favour of the successor Collateral Agent or Delegate Collateral Agent (as applicable) have been done. (e) If a notice of retirement or removal has been given under paragraph (a) or (b) above, the power to appoint new Agents shall vest in the Required Lenders. The Required Lenders shall appoint a successor Collateral Agent or Delegate Collateral Agent, as the case may be, who shall be a commercial bank or trust company reasonably acceptable to the Company; provided that the Company’s consent shall not be required if an Event of Default exists at the time of appointment of such successor Agent. If no successor Agent shall have (i) been appointed by the Required Lenders and (ii) accepted such appointment within 15 Business Days of the giving of such notice, the Facility Agent (acting on the instructions of the Required Lenders), with the consent of the Company (which shall not be unreasonably withheld or delayed), shall then appoint a commercial bank or trust company with capital and surplus of not less than $500,000,000 as successor Collateral Agent or Delegate Collateral Agent (as applicable) who shall serve as Agent until such time, if any, as the Required Lenders appoint a successor Collateral Agent or Delegate Collateral Agent (as applicable) as provided above; provided that the Company’s consent shall not be required pursuant to this clause (d) if an Event of Default exists at the time of appointment of a successor Agent. (f) If a successor to the Collateral Agent or the Delegate Collateral Agent is appointed under the provisions of this Deed (i) the retiring Agent shall be discharged from any further obligations under, but shall remain entitled to the benefits of, this Deed and (ii) the successor trustee and each of the other Parties shall have same rights and obligations amongst themselves as they would have had if such successor had been an original party to this Deed.