Common use of Replacement of Collateral Agent Clause in Contracts

Replacement of Collateral Agent. In addition to its rights under Section 10.9, the Collateral Agent may resign as Collateral Agent upon not less than 30 days’ written notice to the Trustee (with a copy to the Corporation), such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunder. In addition, the Trustee may remove the Collateral Agent, with or without cause, each by giving written notice thereof to the Collateral Agent (with a copy to the Corporation). Upon any such resignation or removal, the Trustee shall have the right to appoint a successor Collateral Agent which meets the eligibility requirements of Section 10.18, provided that if no Default or Event of Default has occurred and is continuing, such appointment shall not be effective without the prior written consent of the Corporation, such consent not to be unreasonably withheld, conditional or delayed. If no successor Collateral Agent shall have been so appointed and shall have accepted such appointment in writing within 30 days after the retiring Collateral Agent’s giving of notice of resignation or its removal, then the retiring Collateral Agent may, on behalf of the Trustee, apply to a court of competent jurisdiction for the appointment of a successor Collateral Agent, and the Corporation agrees to pay such reasonable fees and expenses of any such appointee as shall be necessary to induce such appointee to agree to become a successor Collateral Agent hereunder. Upon acceptance of appointment as Collateral Agent, such successor shall thereupon and forthwith succeed to and become vested with all the rights, powers and privileges, immunities and duties of the retiring Collateral Agent, and the retiring Collateral Agent, upon the signing, transferring and setting over to such successor Collateral Agent all rights, moneys and other collateral held by it in its capacity as Collateral Agent, shall be discharged and released from its duties and obligations hereunder and under the Security Documents and, except for the immediately following sentence, no longer be entitled to the benefits of a Collateral Agent hereunder and under the Security Documents. After any retiring Collateral Agent’s resignation or removal as Collateral Agent, the provisions of this Article 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it acted as Collateral Agent. Notwithstanding the resignation or removal of the Collateral Agent for any reason, the Collateral Agent shall remain entitled to and be paid all fees and be reimbursed for all expenses and disbursements (to the extent such fees, expenses and disbursements were earned or incurred on or prior to such resignation or removal) and be entitled to all indemnities that such Collateral Agent would otherwise have been duly entitled to pursuant to this Indenture if not for such resignation or removal.

Replacement of Collateral Agent. In addition to its rights under Section 10.9, the The Collateral Agent may resign and be discharged from the performance of all further duties hereunder by giving to the Company and the Creditor Representatives sixty days’ notice in writing or such shorter notice as the Company and the Majority Representatives may approve, provided that such resigning Collateral Agent receives payment in full of all amounts due and owing to it hereunder prior to or upon not less than 30 days’ written notice to the Trustee (with a copy to the Corporation)its removal taking effect; and provided, further, that such resignation to take effect upon the acceptance by a successor Collateral Agent shall be a bank or trust company having a combined and capital surplus of at least $1 billion, subject to supervision or examination by federal or state lending authority, and authorized under the laws of the jurisdiction of its appointment as incorporation or organization to assume the functions of the Collateral Agent. The Majority Representatives may at any time remove the Collateral Agent hereunder. In addition, the Trustee may remove the for cause and appoint a new Collateral Agent, with or without cause, each by giving written notice thereof to . “Cause” shall include the failure of the Collateral Agent (with a copy to take any action that the Corporation). Upon any such resignation or removal, the Trustee shall have the right to appoint a successor Collateral Agent which meets is required to take hereunder after request therefor by Majority Representatives, or the eligibility requirements of Section 10.18, provided Collateral Agent has taken any action hereunder that if the Collateral Agent is not authorized to take hereunder and that violates the terms hereof. If no Default or Event of Default has then occurred and is continuingcontinuing and if the Collateral Agent is not a Creditor Representative, such appointment the Company may, with the written concurrence of the Majority Representatives, remove the Collateral Agent and appoint a new Collateral Agent with the consent of the Majority Representatives (which shall not be effective without unreasonably withheld or delayed). In the prior written consent event of the CorporationCollateral Agent resigning or being removed as aforesaid, such consent not to be unreasonably withheld, conditional or delayedthe Majority Representatives shall forthwith appoint a new Collateral Agent. If no successor On any new appointment the new Collateral Agent shall have be vested with the same powers, rights, duties and responsibilities as if it had been so appointed and shall have accepted such appointment in writing within 30 days after the retiring Collateral Agent’s giving of notice of resignation or its removal, then the retiring Collateral Agent may, on behalf of the Trustee, apply to a court of competent jurisdiction for the appointment of a successor Collateral Agent, and the Corporation agrees to pay such reasonable fees and expenses of any such appointee as shall be necessary to induce such appointee to agree to become a successor Collateral Agent hereunder. Upon acceptance of appointment originally named herein as Collateral Agent, such successor without any further assurance, conveyance, act or deed; but the Company and the Pledgor Subsidiaries shall thereupon and forthwith succeed to and become vested with all immediately execute, at the rights, powers and privileges, immunities and duties expense of the retiring Collateral AgentCompany, and all such conveyances or other instruments as may be necessary or advisable for the retiring Collateral Agent, upon purpose of transferring the signing, transferring and setting over Pledge Agreement to such successor the new Collateral Agent all rights, moneys and other collateral held by it in its capacity as Collateral Agent, shall be discharged assuring the continued perfection and released from its duties and obligations hereunder and under the Security Documents and, except for the immediately following sentence, no longer be entitled to the benefits of a Collateral Agent hereunder and under the Security Documents. After any retiring Collateral Agent’s resignation or removal as Collateral Agent, the provisions of this Article 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it acted as Collateral Agent. Notwithstanding the resignation or removal priority of the Collateral Agent for any reason, the Collateral Agent shall remain entitled to and be paid all fees and be reimbursed for all expenses and disbursements (to the extent such fees, expenses and disbursements were earned or incurred on or prior to such resignation or removal) and be entitled to all indemnities that such Collateral Agent would otherwise have been duly entitled to pursuant to this Indenture if not for such resignation or removalliens thereunder.

Replacement of Collateral Agent. In addition to its rights under Section 10.911.9, the Collateral Agent may resign as Collateral Agent upon not less than 30 days’ written notice to the Trustee (with a copy to the Corporation), such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunder. In addition, the Trustee may remove the Collateral Agent, with or without cause, each by giving written notice thereof to the Collateral Agent (with a copy to the Corporation). Upon any such resignation or removal, the Trustee shall have the right to appoint a successor Collateral Agent which meets the eligibility requirements of Section 10.1811.18, provided that if no Default or Event of Default has occurred and is continuing, such appointment shall not be effective without the prior written consent of the Corporation, such consent not to be unreasonably withheld, conditional or delayed. If no successor Collateral Agent shall have been so appointed and shall have accepted such appointment in writing within 30 days after the retiring Collateral Agent’s giving of notice of resignation or its removal, then the retiring Collateral Agent may, on behalf of the Trustee, appoint a successor Collateral Agent which meets the eligibility requirements of Section 11.18 or apply to a court of competent jurisdiction for the appointment of a successor Collateral Agent, and the Corporation agrees to pay such reasonable fees and expenses of any such appointee as shall be necessary to induce such appointee to agree to become a successor Collateral Agent hereunder. Upon acceptance of appointment as Collateral Agent, such successor shall thereupon and forthwith succeed to and become vested with all the rights, powers and privileges, immunities and duties of the retiring Collateral Agent, and the retiring Collateral Agent, upon the signing, transferring and setting over to such successor Collateral Agent all rights, moneys and other collateral held by it in its capacity as Collateral Agent, shall be discharged and released from its duties and obligations hereunder and under the Security Documents and, except for the immediately following sentence, no longer be entitled to the benefits of a Collateral Agent hereunder and under the Security Documents. After any retiring Collateral Agent’s resignation or removal as Collateral Agent, the provisions of this Article 10 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it acted as Collateral Agent. Notwithstanding the resignation or removal of the Collateral Agent for any reason, the Collateral Agent shall remain entitled to and be paid all fees and be reimbursed for all expenses and disbursements (to the extent such fees, expenses and disbursements were earned or incurred on or prior to such resignation or removal) and be entitled to all indemnities that such Collateral Agent would otherwise have been duly entitled to pursuant to this Indenture if not for such resignation or removal.

Replacement of Collateral Agent. In addition to its rights under Section 10.9, the The Collateral Agent may resign resign, be removed and be replaced in accordance with Section 7.09 as Collateral Agent upon not less than 30 days’ written notice though references to the Trustee (with a copy therein were references to the Corporation), such resignation to take effect upon the acceptance by a successor Collateral Agent of its appointment as the Collateral Agent hereunder. In addition, the Trustee may remove the Collateral Agent. Any successor collateral agent appointed as provided in this section shall execute, with or without cause, each by giving written notice thereof acknowledge and deliver to the Collateral Agent (with a copy Company and to its predecessor collateral agent an instrument accepting such appointment hereunder, and thereupon the Corporation). Upon any such resignation or removal, the Trustee shall have the right to appoint a successor Collateral Agent which meets the eligibility requirements of Section 10.18, provided that if no Default or Event of Default has occurred and is continuing, such appointment shall not be effective without the prior written consent removal of the Corporation, such consent not to be unreasonably withheld, conditional or delayed. If no successor Collateral Agent predecessor collateral agent shall have been so appointed become effective and shall have accepted such appointment in writing within 30 days after the retiring Collateral Agent’s giving of notice of resignation or its removal, then the retiring Collateral Agent may, on behalf of the Trustee, apply to a court of competent jurisdiction for the appointment of a successor Collateral Agent, and the Corporation agrees to pay such reasonable fees and expenses of any such appointee as shall be necessary to induce such appointee to agree to become a successor Collateral Agent hereunder. Upon acceptance of appointment as Collateral Agent, such successor collateral agent, without any further act, deed or conveyance, shall thereupon and forthwith succeed to and become vested with all the rights, powers powers, duties and privilegesobligations of its predecessor hereunder, immunities and duties with like effect as if originally named as Collateral Agent herein; but, nevertheless, on the written request of the retiring Collateral AgentCompany or of the successor collateral agent, the collateral agent ceasing to act shall, at the expense of the Company and subject to payment of any amounts then due pursuant to the retiring Collateral Agentprovisions of Section 7.06, upon the signing, execute and deliver an instrument transferring and setting over to such successor Collateral Agent collateral agent all rightsthe rights and powers of the trustee so ceasing to act. Upon request of any such collateral agent, moneys the Company shall execute any and other all instruments in writing for more fully and certainly vesting in and confirming to such successor collateral agent all such rights and powers. Any collateral agent ceasing to act shall, nevertheless, retain a senior lien to which the Notes are hereby made subordinate on all money or property held or collected by it in its capacity such collateral agent as Collateral Agent, shall be discharged and released from its duties and obligations hereunder and under the Security Documents andsuch, except for funds held in trust for the immediately following sentencebenefit of Holders of particular Notes, no longer be entitled to the benefits of a Collateral Agent hereunder and under the Security Documents. After secure any retiring Collateral Agent’s resignation or removal as Collateral Agent, amounts then due it pursuant to the provisions of this Article 10 Section 7.06. No successor collateral agent shall inure to its benefit as to any actions taken accept appointment unless at the time of such acceptance, such successor collateral agent shall be eligible under the provisions of Section 7.08. Upon acceptance of appointment by a successor collateral agent, each of the Company and the successor collateral agent, at the written direction and at the expense of the Company, shall give or omitted cause to be taken by it while it acted as Collateral Agent. Notwithstanding the resignation or removal given notice of the Collateral Agent for any reasonsuccession of such collateral agent hereunder to the Holders in accordance with Section 17.03. If the Company fails to give such notice within ten days after acceptance of appointment by the successor collateral agent, the Collateral Agent successor collateral agent shall remain entitled cause such notice to and be paid all fees and be reimbursed for all expenses and disbursements (to given at the extent such fees, expenses and disbursements were earned or incurred on or prior to such resignation or removal) and be entitled to all indemnities that such Collateral Agent would otherwise have been duly entitled to pursuant to this Indenture if not for such resignation or removalexpense of the Company.

Replacement of Collateral Agent. In addition to its rights under Section 10.9, A resignation or removal of either Collateral Agent and appointment of a successor collateral agent shall become effective only upon the successor collateral agent’s acceptance of appointment as provided in this Section. Either Collateral Agent may resign as Collateral Agent in writing at any time upon not less than 30 at least 45 days’ prior written notice to the Trustee (with Issuer and be discharged from the trust hereby created by so notifying the Issuer, without assigning any reason and without being responsible for any costs, charges and expenses occasioned by such retirement. The Holders of a copy to majority in aggregate principal amount of the Corporation), such resignation to take effect upon the acceptance by a successor then outstanding GSS Notes may remove either Collateral Agent by so notifying such Collateral Agent and the Issuer in writing at any time and for any reason in their sole discretion. If either Collateral Agent resigns or is removed or if a vacancy exists in the office of its appointment as such Collateral Agent for any reason (the Collateral Agent hereunder. In additionin such event being referred to herein as the retiring Collateral Agent), the Trustee may remove the Collateral Agent, with or without cause, each by giving written notice thereof to the Collateral Agent (with a copy to the Corporation). Upon any such resignation or removal, the Trustee Issuer shall have the right to promptly appoint a successor Collateral Agent which meets the eligibility requirements of Section 10.18, provided that if no Default or Event of Default has occurred and is continuing, such appointment shall not be effective without the prior written consent of the Corporation, such consent not to be unreasonably withheld, conditional or delayedcollateral agent. If no a successor Collateral Agent shall have been so appointed and shall have accepted such appointment in writing collateral agent does not take office within 30 days after the retiring Collateral Agent’s Agent resigns or is removed, the Issuer hereby covenants that in the event of either Collateral Agent giving notice under this Section it shall use its best endeavors to procure a collateral agent to be appointed and if the Issuer has not procured the appointment of notice a new collateral agent within 30 days after the expiration of resignation or its removalsuch written notice, then the such retiring Collateral Agent mayshall have the power to appoint a successor collateral agent at its discretion, on behalf provided that it has notified the Issuer prior to it doing so. If such action is taken, such Collateral Agent shall notify the Holders and the Issuer in writing of the Trusteeits resignation. If either Collateral Agent, apply after written request by any Holder who has been a Holder for at least six months, fails to a comply with this Section, such Holder may petition any court of competent jurisdiction for the removal of such Collateral Agent and the appointment of a successor Collateral Agent, and the Corporation agrees to pay such reasonable fees and expenses of any such appointee as shall be necessary to induce such appointee to agree to become a successor Collateral Agent hereunder. Upon acceptance of appointment as Collateral Agent, such successor shall thereupon and forthwith succeed to and become vested with all the rights, powers and privileges, immunities and duties of the retiring Collateral Agent, and the retiring Collateral Agent, upon the signing, transferring and setting over to such successor Collateral Agent all rights, moneys and other collateral held by it in its capacity as Collateral Agent, shall be discharged and released from its duties and obligations hereunder and under the Security Documents and, except for the immediately following sentence, no longer be entitled to the benefits of a Collateral Agent hereunder and under the Security Documents. After any retiring Collateral Agent’s resignation or removal as Collateral Agent, the provisions of this Article 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it acted as Collateral Agent. Notwithstanding the resignation or removal of the Collateral Agent for any reason, the Collateral Agent shall remain entitled to and be paid all fees and be reimbursed for all expenses and disbursements (to the extent such fees, expenses and disbursements were earned or incurred on or prior to such resignation or removal) and be entitled to all indemnities that such Collateral Agent would otherwise have been duly entitled to pursuant to this Indenture if not for such resignation or removalagent.