Common use of Termination, Resignation or Removal of Calculation Agent Clause in Contracts

Termination, Resignation or Removal of Calculation Agent. The Calculation Agent may at any time terminate this Agreement by giving no less than 90 days’ written notice to the Issuer unless the Issuer consents in writing to a shorter time. Upon receipt of notice of termination by the Calculation Agent, the Issuer agrees promptly to appoint a successor Calculation Agent. If the Issuer fails to appoint a successor Calculation Agent 30 days prior to the date such termination becomes effective, the Calculation Agent may apply to a court of competent jurisdiction to seek the appointment of a successor Calculation Agent. The Issuer may terminate this Agreement at any time by giving not less than 90 days’ written notice to the Calculation Agent, unless the Calculation Agent consents in writing to a shorter time, and specifying the date when the termination shall become effective; provided, however, that if any Floating Rate Note shall then be outstanding, no termination by the Calculation Agent or by the Issuer shall become effective prior to the date of the appointment by the Issuer, as provided in Section 8 hereof, of a successor Calculation Agent and the acceptance of such appointment by such successor Calculation Agent. The appointment of the Calculation Agent hereunder shall forthwith terminate, whether or not notice of such termination shall have been given, if at any time the Calculation Agent becomes incapable of performing its duties hereunder, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a liquidator or receiver of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if a resolution is passed or an order made for the winding up or dissolution of the Calculation Agent, or if a liquidator or receiver of the Calculation Agent of all or any substantial part of its property is appointed, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, or if any public officer takes charge or control of the Calculation Agent or its property or affairs for the purposes of rehabilitation, conservation or liquidation. Upon termination pursuant to the provisions of this Section 7, the Calculation Agent shall be entitled to the payment of any compensation owed to it by the Issuer hereunder, to the reimbursement of all reasonable expenses and disbursements incurred or made by the Calculation Agent in connection with the services rendered by it hereunder, as provided by Section 4 hereof and to any amounts as provided by Section 9 hereof.

Termination, Resignation or Removal of Calculation Agent. The Calculation Agent may at any time resign and terminate its obligations under this Agreement by giving no less than 90 days’ days written notice to the Issuer Issuer, unless the Issuer consents in writing to a shorter time. Upon receipt of notice of such resignation and termination by the Calculation Agent, the Issuer agrees promptly to appoint a successor Calculation Agent. If the The Issuer fails to appoint a successor Calculation Agent 30 days prior to the date such termination becomes effective, may remove the Calculation Agent may apply to a court of competent jurisdiction to seek the appointment of a successor Calculation Agent. The Issuer may terminate this Agreement at any time by giving not less than 90 days’ written notice to the Calculation Agent, unless the Calculation Agent consents in writing to a shorter time, and specifying the date when the termination removal shall become effective; providedPROVIDED, howeverHOWEVER, that if so long as any Floating Rate Note shall then be Notes are outstanding, no termination resignation or removal, whether by the Calculation Agent or by the Issuer Issuer, shall become effective prior to the date of the appointment appointment, by the Issuer, as provided in Section 8 9 hereof, of a successor Calculation Agent and the acceptance of such appointment by such successor Calculation Agent. The If an instrument of acceptance by a successor Calculation Agent shall not have been delivered to the resigning Calculation Agent within 30 days after its giving of such notice of resignation, the resigning Calculation Agent may petition any court of competent jurisdiction for the appointment of a successor Calculation Agent. Upon resignation or removal of the Calculation Agent hereunder shall forthwith terminate, whether or not notice of such termination shall have been given, if at any time the Calculation Agent becomes incapable of performing its duties hereunder, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a liquidator or receiver of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if a resolution is passed or an order made for the winding up or dissolution of the Calculation Agent, or if a liquidator or receiver of the Calculation Agent of all or any substantial part of its property is appointed, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, or if any public officer takes charge or control of the Calculation Agent or its property or affairs for the purposes of rehabilitation, conservation or liquidation. Upon termination pursuant to the provisions of this Section 7Section, the such Calculation Agent (the "Retiring Calculation Agent") shall be entitled to the payment of any compensation owed to it by the Issuer hereunder, hereunder and to the reimbursement reimbursement, upon provision of a statement thereof by the Retiring Calculation Agent, of all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Retiring Calculation Agent in connection with the services rendered by it hereunder, as provided by Section 4 hereof hereof, and to any amounts as provided by the provisions of Section 9 hereof10 shall remain in effect following such resignation or removal.

Termination, Resignation or Removal of Calculation Agent. The Calculation Agent Wachovia Investment Holdings, LLC may at any time terminate this Agreement its agreement to act as Calculation Agent by giving no less than 90 days’ written notice to the Issuer Company (which notice shall specify the date or event upon which such termination is to become effective) unless (i) the Issuer Company consents in writing to a shorter timetime or (ii) such termination is in connection with the sale of the Shares to a party not affiliated with the Initial Purchaser, in which case only 30 days’ prior written notice shall be required. Upon receipt The Company may terminate its appointment of notice of termination by the Calculation AgentWachovia Investment Holdings, the Issuer agrees promptly to appoint a successor Calculation Agent. If the Issuer fails to appoint a successor LLC as Calculation Agent 30 days prior to the date such termination becomes effective, the Calculation Agent may apply to a court of competent jurisdiction to seek the appointment of a successor Calculation Agent. The Issuer may terminate this Agreement at any time by giving not less than 90 days’ written notice to the Calculation AgentWachovia Investment Holdings, unless the Calculation Agent consents in writing to a shorter time, LLC and specifying the date when on which the termination shall become effective; provided, however, that if any Floating Rate Note shall then be outstanding, no termination by the Calculation Agent or by the Issuer Company shall become effective prior to the date of the appointment by the Issuer, as provided in Section 8 hereof, of a successor Calculation Agent by the Company as provided in Section 4(g) hereof and the acceptance of such appointment by such successor Calculation Agent. The appointment Upon the receipt of written notice from Wachovia Investment Holdings, LLC that it will terminate its agreement to act as Calculation Agent, the Company shall use its reasonable best efforts to appoint a successor Calculation Agent within fifteen (15) days. If an instrument of acceptance by a successor Calculation Agent shall not have been delivered to the resigning or terminated Calculation Agent within 30 days after the giving of such notice of resignation and the Company shall not have informed the Calculation Agent hereunder shall forthwith terminatethat it does not intend to appoint a successor Calculation Agent, whether or not notice of such termination shall have been given, if at any time the resigning Calculation Agent becomes incapable may petition any court of performing its duties hereunder, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment competent jurisdiction for the benefit of its creditors or consents to the appointment of a liquidator or receiver of all or any substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if a resolution is passed or an order made for the winding up or dissolution of the successor Calculation Agent, or if a liquidator or receiver of the Calculation Agent of all or any substantial part of its property is appointed, or if any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law, or if any public officer takes charge or control of the Calculation Agent or its property or affairs for the purposes of rehabilitation, conservation or liquidation. Upon termination by either party pursuant to the provisions of this Section 74(f), the Calculation Agent with respect to which this Agreement has been terminated shall be entitled to the payment of any compensation owed to it by the Issuer hereunder, to the reimbursement of all reasonable expenses expenses, disbursements and disbursements advances incurred or made by the Calculation Agent in connection with the services rendered by it hereunder, as provided by Section 4 hereof and to any amounts as provided by Section 9 4(c) hereof.