Collateral Custodian Resignation Clause Samples

Collateral Custodian Resignation. (a) The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except (i) upon the Collateral Custodian’s determination that (A) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (B) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law or (ii) upon at least 90 days’ prior notice to the other parties hereto. Upon any such resignation, the Borrower and the Majority Lenders acting jointly shall appoint a successor Collateral Custodian (provided that the consent of the Borrower shall not be required after the occurrence, and during the continuance, of an Event of Default). If no successor Collateral Custodian shall have been appointed and an instrument of acceptance by a successor Collateral Custodian shall not have been delivered to the Collateral Custodian within 45 days after the giving of such notice of resignation, the resigning Collateral Custodian may petition any court of competent jurisdiction for the appointment of a successor Collateral Custodian. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian. Notwithstanding anything to the contrary herein, no Competitor shall be appointed as a successor Collateral Custodian. (b) Upon the effective date of such resignation, or if the Administrative Agent gives Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall (i) be reimbursed for any costs, fees and expenses that the Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and (ii) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the Administrative Agent or to such Person as the Administrative Agent may designate to Collateral Custodian in writing upon the receipt of a request in the form of Exhibit E; provided that the Borrower consents to any successor Collateral Custodian appointed by the Administrative Agent at the direction of the Majority Lenders (such consent not to be unreasonably withheld).

Collateral Custodian Resignation. Upon the effective date of the Collateral Custodian’s resignation pursuant to Section 13.10, or if the Collateral Custodian is given written notice of an earlier termination hereof pursuant to Section 13.10, the Collateral Custodian shall (i) deliver all of the Required Loan Documents in the possession of Collateral Custodian to the successor Collateral Custodian, and (ii) be reimbursed for any costs and expenses Collateral Custodian shall incur in connection with the termination of its duties under this Agreement.

Collateral Custodian Resignation. Collateral Custodian may resign and be discharged from its duties or obligations hereunder, not earlier than 60 days after delivery to the Administrative Agent of written notice of such resignation specifying a date when such resignation shall take effect. Upon the effective date of such resignation, or if the Administrative Agent and the Borrower give the Collateral Custodian written notice of an earlier termination hereof, Collateral Custodian shall (i) be reimbursed for any costs and expenses Collateral Custodian shall incur in connection with the termination of its duties under this Agreement and

Collateral Custodian Resignation. 176187 Section 12.08 Release of Documents. 177187 Section 12.09 Return of Required Loan Documents. 178188

Collateral Custodian Resignation. 166 Section 11.08 Release of Documents .......................................................................................166 Section 11.09 Return of Required Loan Documents ...............................................................167 Section 11.10 Access to Certain Documentation and Information Regarding the Collateral Portfolio.........................................................................................168 Section 11.11 Bailment ............................................................................................................168 ARTICLE XII. MISCELLANEOUS Section 12.01

Collateral Custodian Resignation. Upon the effective date of the Collateral Custodian's resignation pursuant to Section 7.8, or if the Controlling Parties give the Collateral Custodian written notice of an earlier termination hereof, the Collateral Custodian shall deliver all of the Custodial Documents in the possession of the Collateral Custodian to the Collateral Manager or to such Person as the Controlling Parties may designate to the Collateral Custodian in writing upon the receipt of a request in the form of Exhibit I; provided that the Borrower shall have given its consent to any successor Collateral Custodian (such consent not to be unreasonably withheld or delayed).