Common use of Removal or Resignation of Collateral Agent Clause in Contracts

Removal or Resignation of Collateral Agent. Pledgor, with the consent ------------------------------------------ of Secured Parties who are registered Holders on the SAR Register, other than the Pledgor, the Issuer, or any affiliate, holding in the aggregate a majority of the total number of SARs outstanding at any time (the "Required Secured Parties"), may at any time remove and discharge the Collateral Agent from the performance of its duties under this Agreement. Any such removal shall be effective immediately if such termination is for cause or upon not less than 30 days' prior written notice to the Collateral Agent if such termination is without cause. In addition, the Collateral Agent may, at any time, effective upon 30 days' prior written notice to the Pledgor and the Secured Parties of the appointment of a successor Collateral Agent, terminate its agreement to act as the Collateral Agent under both this Agreement and the TSAT Pledge Agreement. Upon the date of any such termination, the Collateral Agent shall promptly deliver the Collateral then held by it or its agents to the successor Collateral Agent and shall execute and shall promptly deliver, upon payment of all amounts owed it hereunder, such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the Collateral Agent with respect to the Collateral to the successor Collateral Agent. The appointment of the Collateral Agent by the Pledgor pursuant to Section 3 above shall constitute the appointment of any successor Collateral Agent designated pursuant to this Section 13.

Removal or Resignation of Collateral Agent. Pledgor, with the consent ------------------------------------------ of the Secured Parties who are registered Holders on the SAR Register, other than the Pledgor, the Issuer, or any affiliate, holding in the aggregate a majority of the total number of SARs outstanding at any time (the "Required Secured Parties"), Party may at any time remove and discharge the Collateral Agent from the performance of its duties under this Agreement. Any such removal shall be effective immediately if such termination is for cause or upon not less than 30 days' prior written notice to the Collateral Agent if such termination is without cause. In addition, the Collateral Agent may, at any time, effective upon 30 days' prior written notice to the Pledgor and the Secured Parties Party of the appointment of a successor Collateral Agent, terminate its agreement to act as the Collateral Agent under both this Agreement and the TSAT Primestar Pledge and Security Agreement. Upon the date of any such termination, the Collateral Agent shall promptly deliver the Collateral then held by it or its agents to the successor Collateral Agent and shall execute and shall promptly deliver, upon payment of all amounts owed it hereunder, such notices, instructions and assignments as may be reasonably necessary or desirable to transfer the rights of the Collateral Agent with respect to the Collateral to the successor Collateral Agent. The appointment of the Collateral Agent by the Pledgor pursuant to Section 3 above shall constitute the appointment of any successor Collateral Agent designated pursuant to this Section 13.