Common use of Resignation by the Collateral Agent Clause in Contracts

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. (ia) The Collateral Agent may resign from the performance of all of its functions and duties hereunder and under the Security Agreement and the other Transaction Documents at any time by giving thirty (30) days15 Business Days’ prior or written notice (as provided in this Agreement) to the Obligors Borrower and the Secured PartiesCreditors. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses clause (iib) and or (iiic) below. (ii) Upon any such notice of resignation, the Secured Parties, acting by the Required Holders, shall appoint a successor Collateral Agent hereunder. (iiib) If a successor Collateral Agent shall not have been so appointed within said thirty (30) day notice period15 Business Day period by the Required Secured Creditors, the Collateral Agent Agent, with the consent of the Borrower, which consent shall not be unreasonably withheld or delayed, shall then appoint a successor Collateral Agent who shall serve as Collateral Agent hereunder or thereunder until such time, if any, as the Required Secured Parties Creditors appoint a successor Collateral Agent as provided above. . (c) If a no successor Collateral Agent has not been appointed within pursuant to clause (b) above by the 15th Business Day after the date of such thirty (30) day notice period, of resignation was given by the Collateral Agent may petition any court Agent, as a result of competent jurisdiction or may interplead a failure by the Secured Parties in a proceeding for Borrower to consent to the appointment of such a successor Collateral Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, Required Secured Creditors shall be payable by the Secured Parties on demand and then appoint a successor Collateral Agent who 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 serve as Collateral Agent hereunder by or thereunder until such time, if any, as the Required Secured Creditors appoint a successor Collateral AgentAgent as provided above. ARTICLE I SECURITY INTERESTS 2 1.1. Grant of Security Interests 2 1.2. Power of Attorney 5 ARTICLE II GENERAL REPRESENTATIONS, such successor Collateral Agent shall thereupon succeed to WARRANTIES AND COVENANTS 5 2.1. Necessary Filings 5 2.2. No Liens 5 2.3. Other Financing Statements 6 2.4. Chief Executive Office, Record Locations 6 2.5. Location of Inventory 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.Included Equipment 6

Resignation by the Collateral Agent. (ia) The Collateral Agent may resign from the performance of all of its functions and duties under the this Agreement and the other Transaction Credit Documents at any time by giving thirty (30) days’ 20 Business Days' prior written notice (as provided in this Agreement) to the Obligors each Assignor and the Secured PartiesCreditors. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses clause (iib) and or (iiic) below. (ii) Upon any such notice of resignation, the Secured Parties, acting by the Required Holders, shall appoint a successor Collateral Agent hereunder. (iiib) If a successor Collateral Agent shall not have been so appointed within said thirty (30) day notice period20 Business Day period by the Required Secured Creditors, the Collateral Agent Agent, with the consent of each Assignor, which consent shall not be unreasonably withheld, shall then appoint a successor Collateral Agent who shall serve as Collateral Agent hereunder and under the other Credit Documents until such time, if any, as the Required Secured Parties Creditors appoint a successor Collateral Agent as provided above. Notwithstanding the foregoing, the initial Collateral Agent (in its capacity as such) may, without the consent of any Assignor or any Secured Creditor (but upon at least 10 Business Days' prior written notice to SCIS and the Secured Creditors), assign any or all of its rights and obligations, as Collateral Agent under this Agreement or any other Credit Document to J.P. Xxxxxx Xxxaware. (c) If no successor Collateral Agent has been appointed pursuant to clause (b) above by the 25th Business Day after the date of such notice of resignation was given by the Collateral Agent, the Required Secured Creditors shall then appoint 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, who 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 serve as Collateral Agent hereunder by and under the other Credit Documents until such time, if any, as the Required Secured Creditors appoint 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 Agentprovided above.

Resignation by the Collateral Agent. (ia) The Collateral Agent may resign from the performance of all of its functions and duties under the this Agreement and the other Transaction Documents at any time by giving thirty (30) days’ 15 Business Days' prior or written notice (as provided in this Agreement) to the Obligors Assignor and the Secured PartiesBanks. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses clause (iib) and or (iiic) below. (ii) Upon any such notice of resignation, the Secured Parties, acting by the Required Holders, shall appoint a successor Collateral Agent hereunder. (iiib) If a successor Collateral Agent shall not have been so appointed within said thirty (30) day notice period15 Business Day period by the Required Secured Creditors, the Collateral Agent Agent, with the consent of the Assignor, which consent shall not be unreasonably withheld (it being understood that any Bank Creditor is acceptable to the Assignor), shall then appoint a successor Collateral Agent who shall serve as Collateral Agent hereunder or thereunder until such time, if any, as the Required Secured Parties Creditors appoint a successor Collateral Agent as provided above. . (c) If a no successor Collateral Agent has not been appointed within pursuant to clause (b) above by the 15th Business Day after the date of such thirty (30) day notice period, of resignation was given by the Collateral Agent may petition any court Agent, as a result of competent jurisdiction or may interplead a failure by the Secured Parties in a proceeding for Assignor to consent to the appointment of such a successor Collateral Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, Required Secured Creditors shall be payable by the Secured Parties on demand and then appoint a successor Collateral Agent who 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 serve as Collateral Agent hereunder by or thereunder until such time, if any, as the Required Secured Creditors appoint 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 Agentprovided above.

Resignation by the Collateral Agent. (ia) The Collateral Agent may resign from the performance of all its functions and duties hereunder and under the Agreement and the other Transaction Credit Documents at any time by giving thirty (30) days’ 15 Business Days' prior written notice (as provided in this Agreement) to the Obligors Borrower and the Secured PartiesLenders. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses (iib) and (iiic) below or as otherwise provided below. (iib) Upon any such notice of resignation, the Secured Parties, acting by Majority Lenders shall have the Required Holders, shall right to appoint a successor Collateral Agent hereunderwhich shall be a commercial bank or trust company that is, if no Event of Default exists, reasonably acceptable to the Borrower. (iiic) If a successor to a resigning Collateral Agent shall not have been so appointed within said thirty (30) day notice such 15 Business Day period, the resigning Collateral Agent Agent, with the consent of the Borrower if no Event of Default exists (which consent will not be unreasonably withheld), shall have the right to then appoint a successor Collateral Agent who shall serve as Collateral Agent until such time, if any, as the Secured Parties Majority Lenders appoint a successor Collateral Agent as provided above. . (d) If no successor Collateral Agent has been appointed pursuant to clause (b) or (c) above and shall have accepted such appointment by the 20th Business Day after the date such notice of resignation was given by the resigning Collateral Agent, the resigning Collateral Agent's resignation shall become effective and the Lenders shall thereafter perform all the duties of the resigning Collateral Agent hereunder and under any other Credit Document until such time, if any, as the Majority Lenders appoint 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 Documentsas provided above. (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. (ia) The Collateral Agent may resign from the performance of all of its respective functions and duties hereunder and/or under the Agreement and the other Transaction Reimbursement Documents at any time by giving thirty (30) days15 Business Days’ prior written notice (as provided in this Agreement) to the Obligors and Payee and, unless a Default or an Event of Default then exists, the Secured PartiesPayer. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses clause (iib) and (iii) below or as otherwise provided below. (iib) Upon Except in the case of clause (e) below, upon any such notice of resignationresignation by the Collateral Agent, the Secured Parties, acting by the Required Holders, Payee shall appoint a successor Collateral Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company. (iiic) If a no successor Collateral Agent shall not have has been so appointed within said thirty pursuant to clause (30b) day above by the 15th Business Day after the date such notice periodof resignation was given by the Collateral Agent, the Collateral Agent Agent’s resignation shall then appoint a successor become effective and the Payee shall thereafter perform all the duties of the Collateral Agent who shall serve as Collateral Agent hereunder and/or under any other Reimbursement Document until such time, if any, as the Secured Parties appoint Payee appoints a successor Collateral Agent as provided above. If . (d) Upon a resignation of the Collateral Agent pursuant to this Section 10.08, the Collateral Agent shall remain indemnified to the extent provided in this Agreement and the other Reimbursement Documents and the provisions of this Section 10 (and the analogous provisions of the other Reimbursement Documents) shall continue in effect for the benefit of the Collateral Agent for all of its actions and inactions while serving as the Collateral Agent. (e) Cyan Partners, LP may by giving (5) five days’ written notice to the Payer designate any Person (x) employing, or otherwise affiliated with, any one or more Persons who were, as of the date hereof, principals of Cyan Partners, LP or (y) that is an Affiliate of Cyan Partners, LP, to act as Collateral Agent hereunder, in which case Cyan Partners, LP shall be deemed to have resigned as Collateral Agent pursuant to preceding clause (a) and such designee shall be deemed to have been appointed as a successor Collateral Agent has not been appointed within such thirty pursuant to preceding clause (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 Documentsb). (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. (i) The Collateral Agent may resign from the performance of all its functions and duties under the this Agreement and the other Transaction Documents at any time by giving thirty (30) 30 days’ prior written notice (as provided in this Agreement) to the Obligors Grantor 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 HoldersPurchaser Majority, 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 Grantor 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. (ia) The Collateral Agent may resign from the performance of all its functions and duties under the Agreement and the other Applicable Transaction Documents at any time by giving thirty (30) 30 days’ prior written notice (as provided in this Agreementthe Applicable Transaction Documents) to the Obligors Company and its Subsidiaries and the Secured PartiesInvestor Representative. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses (iib) and (iiic) below. (iib) Upon any such notice of resignation, the Secured Parties, acting by Investor Representative or the Required HoldersHolders shall (with the written approval of the Company, shall with such approval not to be unreasonably withheld, conditioned or delayed) appoint a successor Collateral Agent hereunder. (iiic) 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 Investor Representative or the Required Holders 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 Investors 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 Investors, in proportion to their initially purchased respective stated or deemed principal amounts of the Obligations or otherwise be reimbursable by the Obligors hereunder or under the Transaction DocumentsNotes. (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. (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) 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. (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, with notice to the Borrower Representative, 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 with notice to the Borrower Representative 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. (i1) The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and/or under the Agreement and the other Transaction Documents at any time by giving thirty (30) days’ 15 Business Days' prior written notice (as provided in this Agreement) to the Obligors and Holders and, to the Secured Partiesextent permitted by applicable law, the Company. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses (ii2) and (iii3) below or as otherwise provided below. (ii2) Upon any such notice of resignationresignation by the Collateral Agent, the Secured Parties, acting by the Required Holders, Holders shall appoint a successor Collateral Agent hereunderhereunder or thereunder who shall be a commercial bank or trust company and if no Event of Default has occurred and is continuing, such successor Collateral Agent shall be acceptable to the Company, which acceptance shall not be unreasonably withheld or delayed. (iii3) If a successor Collateral Agent shall not have been so appointed within said thirty (30) day notice such 15 Business Day period, the Collateral Agent shall then may apply to a court of competent jurisdiction to appoint a successor Collateral Agent collateral agent who shall serve as Collateral Agent hereunder or thereunder until such time, if any, as the Secured Parties Holders appoint a successor Collateral Agent as provided above. . (4) If no successor Collateral Agent has been appointed pursuant to clause (2) or (3) above by the 15th Business Day after the date such notice of resignation was given by the Collateral Agent, the Collateral Agent's resignation shall become effective and the Holders shall thereafter perform all the duties of the Collateral Agent hereunder and/or under any other Transaction Document until such time, if any, as the Holders appoint 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.provided above

Resignation by the Collateral Agent. (ia) The Collateral Agent may resign from the performance of all its functions and duties under the Patent and Trademark Security Agreement and the other Transaction Documents at any time by giving thirty (30) days’ 60 Business Days' prior written notice (as provided in this the Patent and Trademark Security Agreement) to the Obligors Grantor and the Secured PartiesHolders. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses (iib) and (iiic) below. (iib) Upon any such notice of resignation, the Secured Parties, acting by the Required Holders, Majority Holders shall appoint a successor Collateral Agent hereunder. (iiic) If a successor Collateral Agent shall not have been so appointed within said thirty (30) day notice 60 Business 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 Secured Parties Majority Holders appoint a successor Collateral Agent as provided above. If a successor Collateral Agent has not been appointed within such thirty (30) 60-day notice period, the Collateral Agent may petition any court of competent jurisdiction or may interplead the Secured Parties Grantor and Holders in a proceeding for the appointment of a successor Collateral Agent, and all fees, including, including but not limited to, to extraordinary fees associated with the filing of interpleader interpleader, and expenses associated therewith, 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 DocumentsGrantor. (ivd) Upon the acceptance The fees of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent for its services as such shall thereupon succeed be payable by the Grantor. EXHIBIT F FORM OF PATENT SECURITY AGREEMENT This PATENT SECURITY AGREEMENT dated this _____ day of February 1999, made by Cephalon Inc., a Delaware corporation, ("Grantor") to and become vested with all Delta Opportunity Fund, Ltd., as collateral agent (in such capacity, the rights, powers, privileges and duties "Collateral Agent") on behalf of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations under the AgreementHolders. 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.BACKGROUND

Resignation by the Collateral Agent. (ia) The Collateral Agent may resign from the performance of all of its functions and duties under the this Agreement and the other Transaction Documents at any time by giving thirty (30) days’ 15 Business Days' prior or written notice (as provided in this Agreement) to the Obligors Assignors and the Secured PartiesLenders. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses clause (iib) and or (iiic) below. . <PAGE> 31 EXHIBIT H Page 26 (ii) Upon any such notice of resignation, the Secured Parties, acting by the Required Holders, shall appoint a successor Collateral Agent hereunder. (iiib) If a successor Collateral Agent shall not have been so appointed within said thirty (30) day notice period15 Business Day period by the Required Secured Creditors, the Collateral Agent Agent, with the consent of each Assignor, which consent shall not be unreasonably withheld, shall then appoint a successor Collateral Agent who shall serve as Collateral Agent hereunder or thereunder until such time, if any, as the Required Secured Parties Creditors appoint a successor Collateral Agent as provided above. . (c) If a no successor Collateral Agent has not been appointed within pursuant to clause (b) above by the 15th Business Day after the date of such thirty (30) day notice period, of resignation was given by the Collateral Agent may petition any court Agent, as a result of competent jurisdiction or may interplead the Secured Parties in a proceeding for failure by such Assignor to consent to the appointment of such a successor Collateral Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, Required Secured Creditors shall be payable by the Secured Parties on demand and then appoint a successor Collateral Agent who 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 serve as Collateral Agent hereunder by or thereunder until such time, if any, as the Required Secured Creditors appoint 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 Agentprovided above.

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 PartiesLender. 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, Lender 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, then 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 Lender appoints 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 Lender in a proceeding for the appointment of a successor Collateral Agent, and all fees, 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 Lender 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. (ia) The Collateral Agent may resign from the performance of all of its functions and duties under the this Agreement and the other Transaction Documents at any time by giving thirty (30) days’ 20 Business Days' prior written notice (as provided in this Agreement) to the Obligors Assignor and the Secured Parties. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses clause (iib), (c) and or (iiid) below. (ii) Upon any such notice of resignation, the Secured Parties, acting by the Required Holders, shall appoint a successor Collateral Agent hereunder. (iiib) If a successor Collateral Agent shall not have been so appointed within said thirty (30) day notice period20 Business Day period by the Required Banks, the Collateral Agent Agent, with the consent of the Assignor, which consent shall not be unreasonably withheld, shall then appoint a successor Collateral Agent who shall serve as Collateral Agent hereunder or thereunder until such time, if any, as the Secured Parties Required Banks appoint a successor Collateral Agent as provided above. . (c) If a no successor Collateral Agent has not been appointed within pursuant to clause (b) above by the 20th Business Day after the date of such thirty (30) day notice period, of resignation was given by the Collateral Agent may petition any court Agent, as a result of competent jurisdiction or may interplead a failure by the Secured Parties in a proceeding for Assignor to consent to the appointment of such a successor Collateral Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, Required Banks shall be payable by the Secured Parties on demand and then appoint a successor Collateral Agent who 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 serve as Collateral Agent hereunder by or thereunder until such time, if any, as the Required Banks appoint a successor Collateral Agent, such Agent as provided above. (d) If no successor Collateral Agent is appointed pursuant to clauses (b) and (c) above within said 20 Business Day period, the resignation of the Collateral Agent shall thereupon succeed to become effective 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 performed by 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 AgentRequired Banks.

Resignation by the Collateral Agent. (ia) The Collateral Agent may resign from the performance of all of its functions and duties under the Agreement and the other Transaction Shared Security Documents at any time by giving thirty (30) days’ 30 Business Days' prior written notice to the Borrower, the Minimum Payment Guarantors, the Administrative Agent and each of the New Bond Trustees and may be removed at any time, with or without cause, by the Required Secured Creditors by written notice delivered to the Borrower, the Minimum Payment Guarantors, the Administrative Agent and each of the New Bond Trustees, provided that such resignation or removal shall not take effect until a successor Collateral Agent shall have been appointed and such appointment shall have become effective in accordance with this Section 9. (b) Upon receiving notice of any such resignation or removal, a successor Collateral Agent shall be appointed by the Required Secured Creditors; provided, however, that such successor Collateral Agent shall be (A) a bank or trust company having a combined capital and surplus of at least $100,000,000 subject to supervision or examination by a federal or state banking authority; (B) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent; and (C) qualified to act in such capacity pursuant to applicable Gaming Regulations, if required. If the appointment of such successor shall not have become effective (as provided hereafter provided) within such 30 Business Day period after the Collateral Agent shall have given such notice, then the Required Secured Creditors or the resigning Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting the qualifications specified in this AgreementSection 9(b). The Secured Creditors hereby consent to such petition and appointment so long as such criteria are met. (c) The resignation or removal of a Collateral Agent shall become effective only upon the execution and delivery of such documents or instruments as are necessary to transfer the Obligors rights and obligations of the Collateral Agent under the Shared Security Documents and the Secured Partiesrecording or filing of such documents, instruments or financing statements as may be necessary to maintain the priority and perfection of any security interest granted by any Shared Security Document. Such resignation Copies of each such document or instrument shall take effect upon be delivered to each of the Borrower, the Minimum Payment Guarantors, the New Bond Trustees and the Administrative Agent. 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, this Section 9 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 become effective upon the acceptance of any such appointment as Collateral Agent hereunder (and execution by a such successor Collateral Agentof the documents, instruments or financing statements referred to above) and 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. Agent. (d) After any retiring Collateral Agent’s resignation or removal hereunder as of the Collateral Agent, the indemnification provisions of the this Agreement shall continue to inure to its benefit as to any actions taken or omitted to be taken by it in connection with its agency hereunder while it was Collateral Agent.

Resignation by the Collateral Agent. (ia) The Collateral Agent may resign from the performance of all its respective functions and duties hereunder and/or under the Agreement and the other Transaction Shared Collateral Documents at any time by giving thirty (30) daysat least 60 Business Days’ prior written notice (as provided in this Agreement) to the Obligors Group Representatives, and, unless an Event of Default of which the Collateral Agent has actual knowledge has occurred and is continuing, to the Secured Obligor Parties. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses (iic) and (iiid) below or as otherwise provided below. (iib) The PEN Administrative Agent and the USD Administrative Agent (each acting at the instructions of the respective Required Secured Claimholders) may, to the extent permitted by applicable Law, by notice in writing to the Obligor Parties and the Collateral Agent, remove the Person acting as Collateral Agent and appoint a successor Collateral Agent hereunder who shall be a commercial bank or trust company reasonably acceptable to the Obligor Parties, which acceptance shall not be unreasonably withheld, conditioned or delayed; provided, that the Obligor Parties’ approval shall not be required if any Default or Event of Default has occurred and is continuing. Such removal shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses (c) and (d) below or as otherwise provided below. (c) Upon any such notice of resignationresignation by, or notice of removal to the Collateral Agent, the PEN Administrative Agent and the USD Administrative Agent (each acting at the instructions of the respective Required Secured Parties, acting by the Required Holders, Claimholders) shall appoint a successor Collateral Agent hereunderhereunder who shall be a commercial bank or trust company reasonably acceptable to the Obligor Parties, which acceptance shall not be unreasonably withheld, conditioned or delayed; provided, that the Obligor Parties’ approval shall not be required if any Default or Event of Default has occurred and is continuing. (iiid) If a successor Collateral Agent shall not have been so appointed within said thirty (30) day notice such 60 Business Day period, the resigning or removed Collateral Agent Agent, with the consent of the Obligor Parties (which consent shall not be unreasonably withheld, conditioned or delayed; provided, that the Obligor Parties’ consent shall not be required if a Default or Event of Default has occurred and is continuing), shall then appoint a successor Collateral Agent who shall be a commercial bank or trust company and who shall serve as Collateral Agent hereunder or thereunder until such time, if any, as the Secured Parties PEN Administrative Agent and the USD Administrative Agent appoint a successor Collateral Agent as provided above. If . (e) Upon a successor resignation or removal of the Collateral Agent has not been appointed within such thirty (30) day notice periodpursuant to this Section 2.8, the Collateral Agent may petition any court of competent jurisdiction or may interplead shall remain indemnified to the Secured Parties extent provided 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 this Agreement and the retiring other Shared Collateral Agent shall be discharged from its duties Documents and obligations under the Agreement. After any retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Article II (and the Agreement analogous provisions of the other Shared Collateral Documents) shall inure to continue in effect for the benefit of the Collateral Agent for all of its benefit actions and inactions while serving as to any actions taken or omitted to be taken by it while it was the Collateral Agent.

Resignation by the Collateral Agent. (ia) The Collateral Agent may resign from the performance of all of its functions and duties hereunder and under the Agreement and the other Transaction Security Documents at any time by giving thirty (30) days’ 15 Business Days' prior or written notice (as provided in this Agreement) to the Obligors Borrower, the Lender Creditors, the Hedging Creditors, the Additional Secured Creditors and the Secured PartiesTrustee. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses clause (iib) and or (iiic) below. (ii) Upon any such notice of resignation, the Secured Parties, acting by the Required Holders, shall appoint a successor Collateral Agent hereunder. (iiib) If a successor Collateral Agent shall not have been so appointed within said thirty (30) day notice period15 Business Day period by the Required Secured Creditors, the Collateral Agent Agent, with the consent of the Borrower, which consent shall not be unreasonably withheld or delayed, shall then appoint a successor Collateral Agent who shall serve as Collateral Agent hereunder or thereunder until such time, if any, as the Required Secured Parties Creditors appoint a successor Collateral Agent as provided above. Annex O Page5 (c) If a no successor Collateral Agent has not been appointed within pursuant to clause (b) above by the 15th Business Day after the date of such thirty (30) day notice period, of resignation was given by the Collateral Agent may petition any court Agent, as a result of competent jurisdiction or may interplead a failure by the Secured Parties in a proceeding for Borrower to consent to the appointment of such a successor Collateral Agent, and all fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, Required Secured Creditors shall be payable by the Secured Parties on demand and then appoint a successor Collateral Agent who 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 serve as Collateral Agent hereunder by or thereunder until such time, if any, as the Required Secured Creditors appoint 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 Agreementas provided above. 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.TABLE OF CONTENTS

Resignation by the Collateral Agent. (ia) The Collateral Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents as such at any time by giving upon at least thirty (30) days’ ' prior written notice (as provided in this Agreement) to Lessee, the Obligors Lessor, SPC, the Participants, S&P, Xxxxx'x and the Secured PartiesPlacement Agents. (b) In the event of such resignation, the Directing Party shall as promptly as practicable appoint a successor agent to replace the Collateral Agent, subject to (i) the prior written consent of Lessee (provided that such consent shall not (x) be required during the continuance of an Event of Default and the exercise of remedies under the Operative Agreements as a result thereof and (y) in any event, be unreasonably withheld) and (ii) receipt of notice from S&P and Xxxxx'x that immediately after giving effect to such replacement, the Commercial Paper is not rated lower than such Commercial Paper is rated immediately prior to giving effect to such replacement. Such resignation If no successor Collateral Agent shall take effect upon have been so appointed by the Directing Party, and shall have accepted such appointment, within 30 days after the retiring Collateral Agent's giving of notice of resignation, then the retiring Collateral Agent shall, petition a court of competent jurisdiction to appoint a successor Collateral Agent. Any successor Collateral Agent shall (1) be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof having a combined capital and surplus of at least $1,000,000,000, (2) have commercial paper ratings of A-1+ from S&P and P-1 from Xxxxx'x, and (3) have been approved in writing by Lessee (provided that such approval shall not (x) be required during the continuance of an Event of Default and the exercise of remedies under the Operative Agreements as a result thereof and (y) in any event, be unreasonably withheld). Upon the appointment of a successor Collateral Agent pursuant to clauses (ii) and (iii) below. (ii) Upon any by 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 Agentcourt, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Collateral Agent Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under hereunder. Notwithstanding the Agreement. After resignation of the Collateral Agent or any retiring Collateral Agent’s resignation or removal hereunder as Collateral AgentAgent hereunder, the provisions of the Agreement Article 12 and Section 14.14 shall continue to inure to its the benefit as to of the Collateral Agent in respect of any actions action taken or omitted to be taken by it the Collateral Agent in its capacity as such while it was such under the Operative Agreements. (c) No resignation of the Collateral AgentAgent shall be effective until a successor Collateral Agent shall have been appointed.

Resignation by the Collateral Agent. (ia) The Collateral Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents hereunder at any time by giving thirty (30) days’ Business Days' prior written notice (as provided in this Agreement) to the Obligors Borrower and the Secured Parties. Such resignation shall take effect upon the appointment of acceptance by a successor Collateral Agent of appointment pursuant to clauses (iib) and (iiic) below or as otherwise provided below. (iib) Upon any such notice of resignation, the Majority Secured Parties, acting by the Required Holders, Parties shall appoint a successor Collateral Agent hereunderwho shall be satisfactory to the Borrower and shall be an incorporated bank or trust company. (iiic) If a successor Collateral Agent shall not have been so appointed within said thirty (30) day notice Business Day period, the Collateral Agent Agent, with the consent of the Borrower, shall then appoint a successor Collateral Agent who shall serve as the Collateral Agent until such time, if any, as the Majority Secured Parties Parties, with the consent of the Borrower, appoint a successor Collateral Agent as provided above. . (d) If no successor Collateral Agent has been appointed pursuant to clause (b) and if the Borrower has not provided the necessary consent pursuant to clause (c) by the thirty-fifth (35th) Business Day after the date such notice of resignation was given by Collateral Agent, Collateral Agent's resignation shall become effective and the Majority Secured Parties shall thereafter perform all the duties of Collateral Agent hereunder until such time, if any, as the Majority Secured Parties, with the consent of Borrower, appoint 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 Documentsas provided above. (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. (i) The Collateral Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction Documents as such at any time by giving upon at least thirty (30) days’ ' prior written notice (as provided in this Agreement) to the Obligors Lessee, the Lessor, the other Agents and the Secured PartiesParticipants. Such resignation In the event of such resignation, the Majority Participants shall take effect upon as promptly as practicable appoint a successor agent to replace the appointment Collateral Agent, subject to the prior written consent of the Lessee (provided that such consent shall not (x) be required during the continuance of a Lease of Default or Construction Agency Event of Default or any other Event of Default caused by a Lease Default or Construction Agency Event of Default and the exercise of remedies under the Operative Documents as a result thereof and (y) in any event, be unreasonably withheld). If no successor Collateral Agent pursuant to clauses (ii) shall have been so appointed by the Majority Participants, and (iii) below. (ii) Upon any shall have accepted such appointment, within 30 days after the retiring Collateral Agent's giving of notice of resignation, then the Secured Parties, acting by the Required Holders, shall retiring Collateral Agent may petition a court of competent jurisdiction to appoint a successor Collateral Agent hereunder. (iii) If a Agent. Any successor Collateral Agent shall not have been so appointed within said thirty (301) day notice period, be a commercial bank organized under the Collateral Agent shall then appoint laws of the United States of America or of any State thereof having 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 combined capital and surplus of competent jurisdiction or may interplead the Secured Parties in a proceeding for the appointment of a successor Collateral Agentat least $200,000,000, and all fees, including, but not limited to, extraordinary fees associated with the filing (2) have commercial paper ratings of interpleader A-1 from S&P 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) P-1 from Xxxxx'x. 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, discretion, privileges and duties of the retiring Collateral Agent Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under hereunder. Notwithstanding the Agreement. After resignation of the Collateral Agent or any retiring Collateral Agent’s resignation or removal hereunder as Collateral AgentAgent hereunder, the provisions of the Agreement Section 12.17 shall continue to inure to its the benefit as to of the Collateral Agent in respect of any actions action taken or omitted to be taken by it the Collateral Agent in its capacity as such while it was Collateral Agentsuch under the Operative Documents.

Resignation by the Collateral Agent. (ia) The Collateral Agent may resign from the performance of all of its functions and duties under the this Agreement and the other Transaction Shared Security Documents at any time by giving thirty (30) days’ Business Days' prior written notice to the Company, the Minimum Payment Guarantors, HET and the Senior Note Trustee and may be removed at any time, with or without cause, by the Required Secured Creditors by written notice delivered to the Company, the Minimum Payment Guarantors, HET and the Senior Note Trustee, provided that such resignation or removal shall not take effect until a successor Collateral Agent shall have been appointed and such appointment shall have become effective in accordance with this Section 9. (b) Upon receiving notice of any such resignation or removal, a successor Collateral Agent shall be appointed by the Required Secured Creditors; provided, however, that such successor Collateral Agent shall be (A) a bank or trust company having a combined capital and surplus of at least $100,000,000 subject to supervision or examination by a federal or state banking authority; (B) authorized under the laws of the jurisdiction of its incorporation or organization to assume the functions of the Collateral Agent; and (C) qualified to act in such capacity pursuant to applicable Gaming Regulations, if required. If the appointment of such successor shall not have become effective (as provided hereafter provided) within such thirty (30) Business Day period after the Collateral Agent shall have given such notice, then the Required Secured Creditors or the resigning Collateral Agent may petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Such court shall, after such notice as it may deem proper, appoint a successor Collateral Agent meeting the qualifications specified in this AgreementSection 9(b). The Secured Creditors hereby consent to such petition and appointment so long as such criteria are met. (c) The resignation or removal of a Collateral Agent shall become effective only upon the execution and delivery of such documents or instruments as are necessary to transfer the Obligors rights and obligations of the Collateral Agent under this Agreement and the Secured PartiesShared Security Documents and the recording or filing of such documents, instruments or financing statements as may be necessary to maintain the priority and perfection of any security interests and liens granted by any Shared Security Document. Such resignation Copies of each such document or instrument shall take effect upon be delivered to each of the Company, the Minimum Payment Guarantors, HET and the Senior Note Trustee. 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, this Section 9 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 become effective upon the acceptance of any such appointment as Collateral Agent hereunder (and execution by a such successor Collateral Agentof the documents, instruments and/or financing statements referred to above) and 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. Agent. (d) After any retiring Collateral Agent’s resignation or removal hereunder as of the Collateral Agent, the indemnification provisions of the this Agreement shall continue to inure to its benefit as to any actions taken or omitted to be taken by it in connection with its agency hereunder while it was Collateral Agent.