Resignation by the Collateral Agent Clause Samples

Resignation by the Collateral Agent. (i) The Collateral Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at any time by giving thirty (30) days’ prior written notice (as provided in this Agreement) to the Obligors and the Secured Parties. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses (ii) and (iii) below. (ii) Upon any such notice of resignation, the Secured Parties, acting by the Required Holders, shall appoint a successor Collateral Agent hereunder. (iii) If a successor Collateral Agent shall not have been so appointed within said thirty (30) day notice period, the Collateral Agent shall then appoint a successor Collateral Agent who shall serve as Collateral Agent until such time, if any, as the Secured Parties appoint a successor Collateral Agent as provided above. If a successor Collateral Agent has not been appointed within such thirty (30) day notice period, the Collateral Agent may petition any court of competent jurisdiction or may interplead the Secured Parties in a proceeding for the appointment of a successor Collateral Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be payable by the Secured Parties on demand and shall not be part of the Obligations or otherwise be reimbursable by the Obligors hereunder or under the Transaction Documents. (iv) Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations under the Agreement. After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of the Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent.

Resignation by the Collateral Agent. The Collateral Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents at any time by giving 5 days’ prior written notice (as provided in the Agreement) to the Debtors and the Secured Parties. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses (b) and (c) below.

Resignation by the Collateral Agent. (a) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the Pledge Agreement at any time by giving 30 days' prior written notice to FMI, the Subsidiary Pledgors and the Agents. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses (b) and (c) below. (b) Upon any such notice of resignation, the Required Lenders shall appoint a successor Collateral Agent hereunder who shall be a commercial bank or trust company; provided that so long as no Default under any of the Facility Documents shall be in existence such appointment shall be reasonably acceptable to FMI. (c) If a successor Collateral Agent shall not have been so appointed within said 30-day period, the Collateral Agent shall then appoint a successor Collateral Agent who shall serve as Collateral Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Collateral Agent as provided above.

Resignation by the Collateral Agent. (a) The Collateral Agent may resign as Collateral Agent upon 30 days’ prior notice to the Lenders and the Borrowers. (b) If the Collateral Agent resigns under this Agreement, the Majority Lenders shall appoint from among the Lenders a successor agent for the Lenders (or such other Person reasonably acceptable to the Company), which successor agent shall be consented to by the Company at all times other than during the existence of an Event of Default under Clause 21.7 ( ) (which consent of the Company shall not be unreasonably withheld or delayed). (c) The resigning Collateral Agent shall make available to the successor Collateral Agent such documents and records and provide such assistance as the successor agent may reasonably request for the purposes of performing its functions as Collateral Agent - 177 - under the Finance Documents. The Borrowers shall within 3 Business Days of demand, reimburse the resigning Collateral Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (d) If no successor agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent may appoint, after consulting with the Lenders and the Company, a successor agent. Upon the acceptance of its appointment as successor agent ▇▇▇▇▇▇▇▇▇, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent, and the term

Resignation by the Collateral Agent. The Collateral Agent may from time to time resign and appoint a successor Collateral Agent in accordance with the provisions of Section 10.6 of the Credit Agreement, and such successor shall be entitled to all of the rights and remedies of the Collateral Agent under this Agreement in relation thereto.

Resignation by the Collateral Agent. (a) The Collateral Agent may resign from the performance of all its functions and duties under the Agreement and the other transaction documents at any time by giving 30 days’ prior written notice (as provided in the Agreement) to the Company and the Vendors. (b) Upon any such notice of resignation, the Required Vendors, shall appoint a successor Collateral Agent hereunder. (c) If a successor to the Collateral Agent shall not have been so appointed within said 30-day period, the Required Vendors shall hold the rights and obligations of the collateral agent hereunder until such time, if any, as the Vendors appoint a new collateral as provided above. (d) Such resignation shall take effect upon the earlier of (i) the appointment of a successor agent pursuant to Sections 13(b) and 13(c) of this Exhibit C, or (ii) the effective date of such resignation. The Collateral Agent shall continue to serve until the effective date of the resignation or until its successor accepts the appointment, but shall not be obligated to take any action hereunder. (e) The Collateral Agent may deposit any Collateral with the Supreme Court of the State of New York for New York County or any such other court in New York State that accepts such Collateral.