Common use of Successor Master Collateral Agent Clause in Contracts

Successor Master Collateral Agent. The Master Collateral Agent acting hereunder at any time may resign by giving not less than ninety (90) days' prior written notice in writing to the Bank, WFAL 2, the Trustee and Financial Security. If the Master Collateral Agent is also a Trustee and, as such, determines that it has a conflicting interest on account of its acting as Master Collateral Agent, the Master Collateral Agent shall eliminate such conflicting interest by resigning as Master Collateral Agent hereunder rather than resigning as such Trustee. The Controlling Party shall appoint a successor to the Master Collateral Agent upon any such resignation by an instrument of substitution complying with the requirements of applicable law, or, in the absence of any such requirements, without formality other than appointment and designation in writing, a copy of which instrument or writing shall be sent to the Bank and WFAL 2; provided, however, that the validity of any such appointment shall not be impaired or affected by any failure to give any such notice to the Bank and WFAL 2 or by any defect therein. Notwithstanding the foregoing, prior to the receipt by the Bank and WFAL 2 of an FSA Notice, such appointment shall be subject to the consent of the Bank and WFAL 2, which consent shall not be unreasonably withheld. Upon the making and acceptance of such appointment, the execution and delivery by such successor Master Collateral Agent of a ratifying instrument pursuant to which such successor Master Collateral Agent agrees to assume the duties and obligations imposed on the Master Collateral Agent by the terms of this Agreement, and the delivery to such successor Master Collateral Agent of the Collateral and related documents then held by the retiring Master Collateral Agent, such successor Master Collateral Agent shall thereupon succeed to and become vested with all the estate, rights, powers, remedies, privileges, immunities, indemnities, duties and obligations hereby granted to or conferred or imposed upon the Master Collateral Agent named herein, and one such appointment and designation shall not exhaust the right to appoint and designate further successor Master Collateral Agents hereunder. No Master Collateral Agent shall be discharged from its duties or obligations hereunder until the Collateral and related documents then held by such Master Collateral Agent shall have been transferred and delivered to the successor Master Collateral Agent and such retiring Master Collateral Agent shall have executed and delivered to the successor Master Collateral Agent appropriate instruments establishing the successor Master Collateral Agent as the record holder of all liens and security interests in favor of the Trustee and the Collateral Agent in the Collateral and transferring to such successor Master Collateral Agent all power given pursuant to this Agreement to act as attorney-in-fact of the Bank and WFAL 2, and each of them, for purposes of this Agreement. Each such successor Master Collateral Agent shall provide the Bank, WFAL 2 and Financial Security with its address, and its telephone and telecopier numbers, to be used for purposes of Section 7.05 hereof, in a notice complying with the terms of said Section.

Successor Master Collateral Agent. The Master Collateral Agent acting hereunder at any time may resign by giving not less than ninety (90) days' prior written notice in writing to the Bank, WFAL 2WFAL2, the Trustee Indenture Trustee, the Collateral Agent and Financial Security. If the Master Collateral Agent is also an Indenture Trustee and/or a Trustee Collateral Agent and, as such, determines that it has a conflicting interest on account of its acting as Master Collateral Agent, the Master Collateral Agent shall eliminate such conflicting interest by resigning as Master Collateral Agent hereunder rather than resigning as such TrusteeIndenture Trustee or Collateral Agent. The Controlling Party shall appoint a successor to the Master Collateral Agent upon any such resignation by an instrument of substitution complying with the requirements of applicable law, or, in the absence of any such requirements, without formality other than appointment and designation in writing, a copy of which instrument or writing shall be sent to the Bank and WFAL 2WFAL2; provided, however, that the validity of any such appointment shall not be impaired or affected by any failure to give any such notice to the Bank and WFAL 2 WFAL2 or by any defect therein. Notwithstanding the foregoing, prior to the receipt by the Bank and WFAL 2 WFAL2 of an FSA a Controlling Party Notice, such appointment shall be subject to the consent of the Bank and WFAL 2WFAL2, which consent shall not be unreasonably withheld. Upon the making and acceptance of such appointment, the execution and delivery by such successor Master Collateral Agent of a ratifying instrument pursuant to which such successor Master Collateral Agent agrees to assume the duties and obligations imposed on the Master Collateral Agent by the terms of this Agreement, and the delivery to such successor Master Collateral Agent of the Collateral and related documents then held by the retiring Master Collateral Agent, such successor Master Collateral Agent shall thereupon succeed to and become vested with all the estate, rights, powers, remedies, privileges, immunities, indemnities, duties and obligations hereby granted to or conferred or imposed upon the Master Collateral Agent named herein, and one such appointment and designation shall not exhaust the right to appoint and designate further successor Master Collateral Agents hereunder. No Master Collateral Agent shall be discharged from its duties or obligations hereunder until the Collateral and related documents then held by such Master Collateral Agent shall have been transferred and delivered to the successor Master Collateral Agent and such retiring Master Collateral Agent shall have executed and delivered to the successor Master Collateral Agent appropriate instruments establishing the successor Master Collateral Agent as the record holder of all liens and security interests in favor of the Indenture Trustee and the Collateral Agent in the Collateral and transferring to such successor Master Collateral Agent all power given pursuant to this Agreement to act as attorney-in-fact of the Bank and WFAL 2WFAL2, and each of them, for purposes of this Agreement. Each such successor Master Collateral Agent shall provide the Bank, WFAL 2 WFAL2 and Financial Security with its address, and its telephone and telecopier numbers, to be used for purposes of Section 7.05 7.04 hereof, in a notice complying with the terms of said Section.