Resignation and Removal of Collateral Agent. (1) A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent will become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this Section 5.20. (2) The Collateral Agent may resign in writing at any time and be discharged from its obligations hereunder created by so notifying the Issuers. Prior to the incurrence of Additional Secured Obligations, the Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Collateral Agent by so notifying the Collateral Agent and the Issuers in writing. After incurrence of the Additional Secured Obligations, the Required Secured Creditors may remove the Collateral Agent by so notifying the Collateral Agent and the Issuers in writing. The Issuers may remove the Collateral Agent if: (a) the Collateral Agent is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Collateral Agent under any Bankruptcy Law; (b) a custodian or public officer takes charge of the Collateral Agent or its property; or (c) the Collateral Agent becomes incapable of acting. (3) If the Collateral Agent resigns or is removed or if a vacancy exists in the office of Collateral Agent for any reason, the Issuers will promptly appoint a successor Collateral Agent. Within one year after the successor Collateral Agent takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes (and, after the issuance of any Additional Secured Obligations, solely the Required Secured Creditors) may appoint a successor Collateral Agent to replace the successor Collateral Agent appointed by the Issuers. (4) If a successor Collateral Agent does not take office within sixty (60) days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent, the Issuers, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes (and, after the issuance of any Additional Secured Obligations, the holders of at least 10% in aggregate principal amount of the then outstanding Secured Obligations) may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. (5) A successor Collateral Agent will deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Issuers. The resignation or removal of a Collateral Agent shall become effective only upon (a) the execution and delivery of such documents or instruments as are necessary to transfer the rights and obligations of the Collateral Agent under the Security Documents and (b) the recording or filing of such documents, instruments or financing statements and the delivery of such Collateral as may be necessary to maintain the priority and perfection of any security interest granted by the Security Documents. Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent and compliance with the immediately preceding sentence, the resignation or removal of the retiring Collateral Agent will become effective, and the successor Collateral Agent will have all the rights, powers and duties of the Collateral Agent under the Indenture and the Security Documents, and the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under the Secured Agreements. After any retiring Collateral Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under the Secured Agreements while it was the Collateral Agent. The successor Collateral Agent will mail a notice of its succession to each Authorized Representative. Notwithstanding replacement of the Collateral Agent pursuant to this Section 5.19, the Issuers’ obligations under Section 5.18 hereof will continue for the benefit of the retiring Collateral Agent. (6) If the Collateral Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Collateral Agent.
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Resignation and Removal of Collateral Agent. (1) A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent will become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this Section 5.205.19.
(2) The Collateral Agent may resign in writing at any time and be discharged from its obligations hereunder created by so notifying the Issuers. Prior to the incurrence of Additional Secured Obligations, the Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Collateral Agent by so notifying the Collateral Agent and the Issuers in writing. After incurrence of the Additional Secured Obligations, the Required Secured Creditors may remove the Collateral Agent by so notifying the Collateral Agent and the Issuers in writing. The Issuers may remove the Collateral Agent if:
(a) the Collateral Agent is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Collateral Agent under any Bankruptcy Law;
(b) a custodian or public officer takes charge of the Collateral Agent or its property; or
(c) the Collateral Agent becomes incapable of acting.
(3) If the Collateral Agent resigns or is removed or if a vacancy exists in the office of Collateral Agent for any reason, the Issuers will promptly appoint a successor Collateral Agent. Within one year after the successor Collateral Agent takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes (and, after the issuance of any Additional Secured Obligations, solely the Required Secured Creditors) may appoint a successor Collateral Agent to replace the successor Collateral Agent appointed by the Issuers.
(4) If a successor Collateral Agent does not take office within sixty (60) days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent, the Issuers, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes (and, after the issuance of any Additional Secured Obligations, the holders of at least 10% in aggregate principal amount of the then outstanding Secured Obligations) may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.
(5) A successor Collateral Agent will deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Issuers. The resignation or removal of a Collateral Agent shall become effective only upon (a) the execution and delivery of such documents or instruments as are necessary to transfer the rights and obligations of the Collateral Agent under the Security Documents and (b) the recording or filing of such documents, instruments or financing statements and the delivery of such Collateral as may be necessary to maintain the priority and perfection of any security interest granted by the Security Documents. Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent and compliance with the immediately preceding sentence, the resignation or removal of the retiring Collateral Agent will become effective, and the successor Collateral Agent will have all the rights, powers and duties of the Collateral Agent under the Indenture and the Security Documents, and the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under the Secured Agreements. After any retiring Collateral Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under the Secured Agreements while it was the Collateral Agent. The successor Collateral Agent will mail a notice of its succession to each Authorized Representative. Notwithstanding replacement of the Collateral Agent pursuant to this Section 5.19, the Issuers’ obligations under Section 5.18 hereof will continue for the benefit of the retiring Collateral Agent.
(6) If the Collateral Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Collateral Agent.
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