Common use of Resignation of the Collateral Agent Clause in Contracts

Resignation of the Collateral Agent. (a) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving at least ninety (90) days’ prior written notice thereof to each Purchaser and the Company. Upon any such resignation, each Purchaser will have the right and responsibility to appoint a successor Collateral Agent, which successor Collateral Agent shall (unless any default or event of default under any Transaction Document has occurred and is continuing) be reasonably acceptable to the Company. If no successor Collateral Agent has been appointed by the Purchasers and has accepted such appointment within ninety (90) days after the retiring Collateral Agent’s giving of written notice of resignation, then such retiring Collateral Agent may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent is otherwise appointed in accordance with this Section 9.7. Until the appointment of a successor Collateral Agent by such court, such retiring Collateral Agent shall continue to act as Collateral Agent pursuant to the terms of this Agreement and the other Transaction Documents. Any successor Collateral Agent appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Purchasers in accordance with this Section 9.7. Upon its acceptance of appointment as Collateral Agent hereunder, (i) a successor Collateral Agent will thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent will be discharged from its duties and obligations hereunder and each relevant Transaction Document and (ii) the retiring Collateral Agent will promptly transfer all of the Collateral in its possession or control held in the name of the retiring Collateral Agent for the benefit of each Purchaser and will execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Collateral Agent for the benefit of each Purchaser with respect to such Collateral to the successor Collateral Agent for the benefit of each Purchaser. After the retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 of this Agreement and Section 6.08 of the Security Agreement will continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. (b) If the Collateral Agent resigns pursuant to this Section 9.7, the resigning Collateral Agent (at its own cost and expense), shall make available to the successor Collateral Agent such records, documents and information in the resigning Collateral Agent’s possession and provide such assistance as the successor Collateral Agent may reasonably request in connection with its appointment as the successor Collateral Agent. For the avoidance of doubt, other than the costs and expenses set forth in the preceding sentence, all costs and expenses associated with the appointment of a successor Collateral Agent shall be for the account of the Company in accordance with Section 6.07 and Section 6.08 of the Security Agreement.

Resignation of the Collateral Agent. (a) Subject The Collateral Agent may resign and appoint one of its Affiliates as successor by giving notice to the appointment Pari Passu Creditors and acceptance of a successor Collateral Agent as provided below, the Parent. (b) Alternatively the Collateral Agent may resign at any time by giving at least ninety (90) 30 days’ prior written notice thereof to each Purchaser the Pari Passu Creditors and the Company. Upon any such resignationParent, each Purchaser will have in which case the right and responsibility to Instructing Group may appoint a successor Collateral Agent, which . (c) If the Instructing Group has not appointed a successor Collateral Agent shall in accordance with paragraph (unless any default or event of default under any Transaction Document has occurred and is continuingb) be reasonably acceptable to the Company. If no successor Collateral Agent has been appointed by the Purchasers and has accepted such appointment above within ninety (90) 20 days after the retiring Collateral Agent’s giving of written notice of resignationresignation was given, then such the retiring Collateral Agent may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent is otherwise appointed in accordance with this Section 9.7. Until the appointment of a successor Collateral Agent by such court, such retiring Collateral Agent shall continue to act as Collateral Agent pursuant to the terms of this Agreement and the other Transaction Documents. Any successor Collateral Agent appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Purchasers in accordance with this Section 9.7. Upon its acceptance of appointment as Collateral Agent hereunder, (i) a successor Collateral Agent will thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent will be discharged from its duties and obligations hereunder and each relevant Transaction Document and (ii) the retiring Collateral Agent will promptly transfer all of the Collateral in its possession or control held in the name of the retiring Collateral Agent for the benefit of each Purchaser and will execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Collateral Agent for the benefit of each Purchaser with respect to such Collateral to the successor Collateral Agent for the benefit of each Purchaser. After the retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 of this Agreement and Section 6.08 of the Security Agreement will continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. (bd) If the The retiring Collateral Agent resigns pursuant to this Section 9.7, the resigning Collateral Agent (at its own cost and expense), shall make available to the successor Collateral Agent such records, documents and information in the resigning Collateral Agent’s possession records and provide such assistance as the successor Collateral Agent may reasonably request in connection with for the purposes of performing its appointment functions as Collateral Agent under the successor Debt Documents. The Parent shall, within three Business Days of demand, reimburse the retiring Collateral Agent. For Agent for the avoidance amount of doubt, other than the costs and expenses set forth in the preceding sentence, all costs and expenses associated with (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. (e) The Collateral Agent’s resignation notice shall only take effect upon: (i) the appointment of a successor successor; and (ii) the transfer of all the Security Property to that successor. (f) Upon the appointment of a successor, the retiring Collateral Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 13.25 (Winding up of trust) and paragraph (d) above) but shall remain entitled to the benefit of this Clause 13 and Clause 16.1 (Indemnity to the Collateral Agent) (and any Collateral Agent fees for the account of the retiring Collateral Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (g) The Instructing Group may, by notice to the Collateral Agent, require it to resign in accordance with paragraph (b) above. In this event, the Collateral Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Company in accordance with Section 6.07 and Section 6.08 of the Security AgreementParent.

Resignation of the Collateral Agent. The Collateral Agent shall not resign from the obligations and duties hereby imposed on it except upon (a) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving at least ninety (90) days’ prior written notice thereof to the Borrower, the Collateral Manager, Administrative Agent and each Purchaser Lender, or (b) the Collateral Agent’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the CompanyCollateral Agent could take to make the performance of its duties hereunder permissible under Applicable Law. Upon any Any such resignation, each Purchaser will have determination permitting the right and responsibility resignation of the Collateral Agent shall be evidenced as to appoint clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent. No such resignation shall become effective until a successor Collateral Agent acceptable to the Administrative Agent, which successor the Collateral Agent shall Manager (unless any default or event of default under any Transaction Document if no Collateral Manager Termination Event has occurred and is continuing) be reasonably acceptable to and the CompanyBorrower (if no Default or Event of Default has occurred and is continuing) in their respective sole discretion shall have assumed the responsibilities and obligations of the Collateral Agent hereunder, which Collateral Agent satisfies all requirements of Section 5.5(d). If no successor shall have been appointed (and consented to by each of the Collateral Manager (unless a Collateral Manager Termination Event has occurred and is continuing) and the Borrower (unless an Event of Default has occurred and is continuing)) and an instrument of acceptance by a successor shall not have been delivered to the Collateral Agent has been appointed by the Purchasers and has accepted such appointment within ninety (90) days after the retiring Collateral Agent’s giving of written such notice of resignation, then such retiring the Collateral Agent may apply to petition any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent is otherwise appointed in accordance with this Section 9.7. Until for the appointment of a successor Collateral Agent by such court, such retiring Collateral Agent shall continue to act as Collateral Agent pursuant to the terms of this Agreement and the other Transaction Documents. Any successor Collateral Agent appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Purchasers in accordance with this Section 9.7. Upon its acceptance of appointment as Collateral Agent hereunder, (i) a successor Collateral Agent will thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent will be discharged from its duties and obligations hereunder and each relevant Transaction Document and (ii) the retiring Collateral Agent will promptly transfer all of the Collateral in its possession or control held in the name of the retiring Collateral Agent for the benefit of each Purchaser and will execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Collateral Agent for the benefit of each Purchaser with respect to such Collateral to the successor Collateral Agent for the benefit of each Purchaser. After the retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 of this Agreement and Section 6.08 of the Security Agreement will continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. (b) If the Collateral Agent resigns pursuant to this Section 9.7, the resigning Collateral Agent (at its own cost and expense), shall make available to the successor Collateral Agent such records, documents and information in the resigning Collateral Agent’s possession and provide such assistance as the successor Collateral Agent may reasonably request in connection with its appointment as the successor Collateral Agent. For the avoidance of doubt, other than the costs and expenses set forth in the preceding sentence, all costs and expenses associated with the appointment of a successor Collateral Agent shall be for the account of the Company in accordance with Section 6.07 and Section 6.08 of the Security Agreement.

Resignation of the Collateral Agent. (a) Subject to the appointment ----------------------------------- and acceptance of a successor Collateral Agent as provided belowin this paragraph, the Collateral Agent may resign at any time from the performance of all its functions and duties hereunder by giving at least ninety (90) days’ prior written notice thereof to each Purchaser and notifying the CompanyRequired Secured Creditors. Upon any such resignation, each Purchaser will the Required Secured Creditors shall have the right and responsibility right, in consultation with the Borrower, to appoint a successor Collateral Agent, which successor Collateral Agent shall (unless any default or event of default under any Transaction Document has occurred and is continuing) be reasonably acceptable to the Companysuccessor. If no successor Collateral Agent has shall have been so appointed by the Purchasers and has Required Secured Lenders or shall have accepted such appointment within ninety (90) 30 days after the retiring Collateral Agent’s giving of written Agent gives notice of its resignation, then such the retiring Collateral Agent may apply to any court may, on behalf of competent jurisdiction to the Required Secured Creditors, appoint a successor Collateral Agent to act until which shall be a bank with an office in New York, New York, or an Affiliate of any such time, if any, as a successor Collateral Agent is otherwise appointed in accordance with this Section 9.7. Until the appointment of a successor Collateral Agent by such court, such retiring Collateral Agent shall continue to act as Collateral Agent pursuant to the terms of this Agreement and the other Transaction Documents. Any successor Collateral Agent appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Purchasers in accordance with this Section 9.7bank. Upon its the acceptance of its appointment as Collateral Agent hereunderhereunder by a successor, (i) a such successor Collateral Agent will thereupon shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent Agent, and the retiring Collateral Agent will shall be discharged from its duties and obligations hereunder and each relevant Transaction Document and (ii) hereunder. The fees payable by the retiring Borrower to a successor Collateral Agent will promptly transfer all of shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Collateral Agent's resignation hereunder, the provisions herein shall continue in its possession or control held in the name of the retiring Collateral Agent effect for the benefit of each Purchaser and will execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Collateral Agent for the benefit of each Purchaser with respect to such Collateral to the successor Collateral Agent for the benefit of each Purchaser. After the retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 of this Agreement its sub-agents and Section 6.08 of the Security Agreement will continue in effect for its benefit their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Collateral Agent. (b) If the Collateral Agent resigns pursuant to this Section 9.7, the resigning Collateral Agent (at its own cost and expense), shall make available to the successor Collateral Agent such records, documents and information in the resigning Collateral Agent’s possession and provide such assistance as the successor Collateral Agent may reasonably request in connection with its appointment as the successor Collateral Agent. For the avoidance of doubt, other than the costs and expenses set forth in the preceding sentence, all costs and expenses associated with the appointment of a successor Collateral Agent shall be for the account of the Company in accordance with Section 6.07 and Section 6.08 of the Security Agreement.

Resignation of the Collateral Agent. (a) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving at least ninety (90) days’ prior written notice thereof to each Purchaser notifying the Borrower, the Revolving Loan Administrative Agent and the CompanyTerm Loan Administrative Agent. Upon any such resignation, each Purchaser will the Majority Secured Parties shall have the right and responsibility to appoint a successor Collateral Agent, which successor Collateral Agent shall (unless any default or event of default under any Transaction Document has occurred and is continuing) be reasonably acceptable to the Companysuccessor. If no successor Collateral Agent has shall have been so appointed by the Purchasers Majority Secured Parties and has shall have accepted such appointment within ninety (90) 60 days after the retiring Collateral Agent’s giving of written Agent gives notice of its resignation, then such the retiring Collateral Agent may apply to any court may, on behalf of competent jurisdiction to the Secured Parties, appoint a successor agent which shall be a commercial bank with an office in New York, New York, organized under the laws of the United States of America, any State thereof or the District of Columbia and having a combined capital and surplus of at least $500,000,000, or an Affiliate of any such bank. Unless otherwise agreed to by the Borrower, there shall only be one Collateral Agent to act until such at any time, if any, . Upon the acceptance of its appointment as a successor Collateral Agent is otherwise appointed in accordance with this Section 9.7. Until the appointment of a successor Collateral Agent by such courta successor, such retiring Collateral Agent successor shall continue to act as Collateral Agent pursuant to the terms of this Agreement and the other Transaction Documents. Any successor Collateral Agent appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Purchasers in accordance with this Section 9.7. Upon its acceptance of appointment as Collateral Agent hereunder, (i) a successor Collateral Agent will thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent Agent, and the retiring Collateral Agent will shall be discharged from its duties and obligations hereunder hereunder. Such appointment and each relevant Transaction Document designation shall be full evidence of the right and (ii) the retiring authority of such successor Collateral Agent will promptly transfer to act as Collateral Agent hereunder, and all of the Collateral in its possession or control held in the name Collateral, power, trusts, duties, documents, rights and authority of the retiring Collateral Agent for shall rest in the benefit successor Collateral Agent, without any further deed or conveyance. The retiring Collateral Agent shall, nevertheless, on the written request of each Purchaser and will the Majority Secured Parties or successor Collateral Agent, execute and deliver any other such notices, instructions and assignments as may be necessary or desirable instrument transferring to transfer the rights of the such successor Collateral Agent for all the benefit Collateral, properties, rights, power, trust, duties, authority and title of each Purchaser with respect to such retiring Collateral Agent without any representations or warranties from the retiring Collateral Agent to the successor Collateral Agent for or the benefit of each PurchaserSecured Parties. The Grantors shall execute and deliver any and all documents, conveyances or instruments requested by the Majority Secured Parties or the retiring Collateral Agent to reflect such transfer to the successor Collateral Agent. After the retiring Collateral Agent’s 's resignation hereunder as Collateral Agenthereunder, the provisions of this Section 9 of this Agreement Article XIII and Section 6.08 of the Security Agreement will 11.06 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Collateral Agent. (b) If the Collateral Agent resigns pursuant to this Section 9.7, the resigning Collateral Agent (at its own cost and expense), shall make available to the successor Collateral Agent such records, documents and information in the resigning Collateral Agent’s possession and provide such assistance as the successor Collateral Agent may reasonably request in connection with its appointment as the successor Collateral Agent. For the avoidance of doubt, other than the costs and expenses set forth in the preceding sentence, all costs and expenses associated with the appointment of a successor Collateral Agent shall be for the account of the Company in accordance with Section 6.07 and Section 6.08 of the Security Agreement.

Resignation of the Collateral Agent. (a) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving at least ninety (90) days’ prior written notice thereof to each Purchaser the Secured Parties and the CompanyBorrower. Upon receipt of any such notice of resignation, each Purchaser will have the right and responsibility to Required Lenders may, with the consent of the Borrower (which consent shall not be unreasonably withheld), appoint a any Eligible Assignee as the successor Collateral Agent, which successor Collateral Agent shall (unless any default or event of default under any Transaction Document has occurred and is continuing) be reasonably acceptable to the Company. If no successor Collateral Agent has been is so appointed by the Purchasers Required Lenders and has accepted accepts such appointment within ninety (90) 30 days after the retiring resigning Collateral Agent’s 's giving of written notice of resignation, then such retiring the resigning Collateral Agent may apply to may, on behalf of the Secured Parties and with the consent of the Borrower (which consent shall not be unreasonably withheld), appoint any court of competent jurisdiction to appoint a Eligible Assignee as the successor Collateral Agent to act until such time, if any, Agent. Effective on the acceptance by any Person of its appointment as a successor Collateral Agent is otherwise appointed in accordance with this Section 9.7. Until the appointment of a successor Collateral Agent by such courtAgent, such retiring Collateral Agent Person shall continue to act as Collateral Agent pursuant to the terms of this Agreement and the other Transaction Documents. Any successor Collateral Agent appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Purchasers in accordance with this Section 9.7. Upon its acceptance of appointment as Collateral Agent hereunder, (i) a successor Collateral Agent will thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring resigning Collateral Agent and the retiring resigning Collateral Agent will shall be discharged from its duties and obligations hereunder and each relevant Transaction Document and (ii) the retiring as Collateral Agent will promptly transfer all of under the Collateral in its possession or control held Loan Documents and the Loan Documents (as defined in the name of the retiring Collateral Agent for the benefit of each Purchaser and will execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Collateral Agent for the benefit of each Purchaser with respect to such Collateral to the successor Collateral Agent for the benefit of each PurchaserTerm Credit Agreement). After the retiring any resigning Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 of this Agreement and Section 6.08 of the Security Agreement will Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. . The Lenders, the Agent, the Collateral Agent, the Issuers, and the Borrower agree that (bi) If if the Collateral Agent resigns pursuant to is removed or replaced as Collateral Agent, by resignation or otherwise, under this Section 9.7Agreement, then the resigning entity being removed or replaced as Collateral Agent will simultaneously resign as Agent and Term Agent, and (at its own cost and expense), shall make available to the ii) no successor Collateral Agent will be appointed or accepted under this Agreement and the Term Agreement unless such records, documents party shall simultaneously be appointed or accepted as Agent and information in the resigning Collateral Term Agent and shall agree to such simultaneous appointment or acceptance as Agent and Term Agent’s possession and provide such assistance as the successor Collateral Agent may reasonably request in connection with its appointment as the successor Collateral Agent. For the avoidance of doubt, other than the costs and expenses set forth in the preceding sentence, all costs and expenses associated with the appointment of a successor Collateral Agent shall be for the account of the Company in accordance with Section 6.07 and Section 6.08 of the Security Agreement.

Resignation of the Collateral Agent. (a) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving at least ninety (90) days’ prior written notice thereof to each Purchaser the Secured Parties and the CompanyBorrower. Upon receipt of any such notice of resignation, each Purchaser will have the right and responsibility to Required Lenders may, with the consent of the Borrower (which consent shall not be unreasonably withheld), appoint a any Eligible Assignee as the successor Collateral Agent, which successor Collateral Agent shall (unless any default or event of default under any Transaction Document has occurred and is continuing) be reasonably acceptable to the Company. If no successor Collateral Agent has been is so appointed by the Purchasers Required Lenders and has accepted accepts such appointment within ninety (90) 30 days after the retiring resigning Collateral Agent’s 's giving of written notice of resignation, then such retiring the resigning Collateral Agent may apply to may, on behalf of the Secured Parties and with the consent of the Borrower (which consent shall not be unreasonably withheld), appoint any court of competent jurisdiction to appoint a Eligible Assignee as the successor Collateral Agent to act until such time, if any, Agent. Effective on the acceptance by any Person of its appointment as a successor Collateral Agent is otherwise appointed in accordance with this Section 9.7. Until the appointment of a successor Collateral Agent by such courtAgent, such retiring Collateral Agent Person shall continue to act as Collateral Agent pursuant to the terms of this Agreement and the other Transaction Documents. Any successor Collateral Agent appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Purchasers in accordance with this Section 9.7. Upon its acceptance of appointment as Collateral Agent hereunder, (i) a successor Collateral Agent will thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring resigning Collateral Agent and the retiring resigning Collateral Agent will shall be discharged from its duties and obligations hereunder and each relevant Transaction Document and (ii) the retiring as Collateral Agent will promptly transfer all of under the Collateral in its possession or control held Loan Documents and the Loan Documents (as defined in the name of the retiring Collateral Agent for the benefit of each Purchaser and will execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Collateral Agent for the benefit of each Purchaser with respect to such Collateral to the successor Collateral Agent for the benefit of each PurchaserRevolving Credit Agreement). After the retiring any resigning Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 of this Agreement and Section 6.08 of the Security Agreement will Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. . The Lenders, the Agent, the Collateral Agent, the Issuers, and the Borrower agree that (bi) If if the Collateral Agent resigns pursuant to is removed or replaced as Collateral Agent, by resignation or otherwise, under this Section 9.7Agreement, then the resigning entity being removed or replaced as Collateral Agent will simultaneously resign as Agent and Revolving Agent, and (at its own cost and expense), shall make available to the ii) no successor Collateral Agent will be appointed or accepted under this Agreement and the Revolving Agreement unless such records, documents party shall simultaneously be appointed or accepted as Agent and information in the resigning Collateral Revolving Agent and shall agree to such simultaneous appointment or acceptance as Agent and Revolving Agent’s possession and provide such assistance as the successor Collateral Agent may reasonably request in connection with its appointment as the successor Collateral Agent. For the avoidance of doubt, other than the costs and expenses set forth in the preceding sentence, all costs and expenses associated with the appointment of a successor Collateral Agent shall be for the account of the Company in accordance with Section 6.07 and Section 6.08 of the Security Agreement.

Resignation of the Collateral Agent. (a) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time by giving at least ninety (90) upon 10 days’ prior written notice thereof to each Purchaser the Secured Parties’ Representatives and the CompanyBorrower; provided that on the Existing Facilities Obligations Payment Date, the Collateral Agent at such time shall immediately be deemed to have resigned and the Additional Facilities Representative shall automatically become the Collateral Agent under this Agreement. Upon If the initial or any such resignationsuccessor Collateral Agent ever ceases to be a party to this Agreement or shall resign as Collateral Agent under this Agreement, each Purchaser will have then the right and responsibility to Requisite Secured Parties shall appoint a successor Collateral Agent, which successor to the Collateral Agent shall (unless any default or event of default under any Transaction Document has occurred and is continuing) be reasonably acceptable to from among the CompanySecured Parties. If no the Requisite Secured Parties fail to agree on a successor to such Collateral Agent has been appointed by the Purchasers and has accepted such appointment within ninety thirty (9030) days after the retiring resigning Collateral Agent’s giving of written Agent has given notice of or resignation, then such retiring the resigning Collateral Agent may apply to any court may, on behalf of competent jurisdiction to the Secured Parties, appoint a successor Collateral Agent to act until such time, if any, as that must be a successor Collateral Agent is otherwise appointed commercial bank or trust company in accordance with this Section 9.7. Until the appointment good standing and have a combined capital and surplus of a successor Collateral Agent by such court, such retiring Collateral Agent shall continue to act as Collateral Agent pursuant to the terms of this Agreement and the other Transaction Documents. Any successor Collateral Agent appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Purchasers in accordance with this Section 9.7at least $500,000,000. Upon its acceptance of appointment as successor Collateral Agent hereunderAgent, (i) a the successor Collateral Agent will thereupon shall succeed to and become becomes vested with all of the rights, powers, privileges powers and duties of the retiring prior Collateral Agent, and the term “Collateral Agent” shall mean such successor agent effective upon such appointment and approval, and the former Collateral Agent’s rights, powers and duties shall be terminated, without any other or further act or deed on the part of such former Collateral Agent and or any of the retiring parties to this Agreement. Each Secured Parties’ Representative shall execute any documents that any Secured Party, the resigning Collateral Agent will be discharged from its duties and obligations hereunder and each relevant Transaction Document and (ii) the retiring Collateral Agent will promptly transfer all of the Collateral in its possession or control held in the name of the retiring Collateral Agent for the benefit of each Purchaser and will execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Collateral Agent for the benefit of each Purchaser with respect to such Collateral to the successor Collateral Agent for may reasonably request to reflect the benefit change of each PurchaserCollateral Agent hereunder. After the any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 of this Agreement and Section 6.08 of the Security Agreement will continue in effect for shall inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. (b) If the Collateral Agent resigns pursuant to under this Section 9.7, the resigning Collateral Agent (at its own cost Agreement and expense), shall make available to the successor Collateral Agent such records, documents and information in the resigning Collateral Agent’s possession and provide such assistance as the successor Collateral Agent may reasonably request in connection with its appointment as the successor Collateral Agent. For the avoidance of doubt, other than the costs and expenses set forth in the preceding sentence, all costs and expenses associated with the appointment of a successor Collateral Agent shall be for the account of the Company in accordance with Section 6.07 and Section 6.08 of the Security AgreementDocuments.

Resignation of the Collateral Agent. (a) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving at least ninety (90) days’ prior written notice thereof to each Purchaser notifying the Borrower, the Revolving Loan Administrative Agent and the CompanyTerm Loan Administrative Agent. Upon any such resignation, each Purchaser will the Majority Secured Parties shall have the right and responsibility to appoint a successor Collateral Agent, which successor Collateral Agent shall (unless any default or event of default under any Transaction Document has occurred and is continuing) be reasonably acceptable to the Companysuccessor. If no successor Collateral Agent has shall have been so appointed by the Purchasers Majority Secured Parties and has shall have accepted such appointment within ninety (90) 60 days after the retiring Collateral Agent’s giving of written Agent gives notice of its resignation, then such the retiring Collateral Agent may apply to any court may, on behalf of competent jurisdiction to the Secured Parties, appoint a successor agent which shall be a commercial bank with an office in New York, New York, organized under the laws of the United States of America, any State thereof or the District of Columbia and having a combined capital and surplus of at least $500,000,000, or an Affiliate of any such bank. Unless otherwise agreed to by the Borrower, there shall only be one Collateral Agent to act until such at any time, if any, . Upon the acceptance of its appointment as a successor Collateral Agent is otherwise appointed in accordance with this Section 9.7. Until the appointment of a successor Collateral Agent by such courta successor, such retiring Collateral Agent successor shall continue to act as Collateral Agent pursuant to the terms of this Agreement and the other Transaction Documents. Any successor Collateral Agent appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Purchasers in accordance with this Section 9.7. Upon its acceptance of appointment as Collateral Agent hereunder, (i) a successor Collateral Agent will thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent Agent, and the retiring Collateral Agent will shall be discharged from its duties and obligations hereunder hereunder. Such appointment and each relevant Transaction Document designation shall be full evidence of the right and (ii) the retiring authority of such successor Collateral Agent will promptly transfer to act as Collateral Agent hereunder, and all of the Collateral in its possession or control held in the name Collateral, power, trusts, duties, documents, rights and authority of the retiring Collateral Agent for shall rest in the benefit successor Collateral Agent, without any further deed or conveyance. The retiring Collateral Agent shall, nevertheless, on the written request of each Purchaser and will the Majority Secured Parties or successor Collateral Agent, execute and deliver any other such notices, instructions and assignments as may be necessary or desirable instrument transferring to transfer the rights of the such successor Collateral Agent for all the benefit Collateral, properties, rights, power, trust, duties, authority and title of each Purchaser with respect to such retiring Collateral Agent without any representations or warranties from the retiring Collateral Agent to the successor Collateral Agent for or the benefit of each PurchaserSecured Parties. The Grantors shall execute and deliver any and all documents, conveyances or instruments requested by the Majority Secured Parties or the retiring Collateral Agent to reflect such transfer to the successor Collateral Agent. After the retiring Collateral Agent’s resignation hereunder as Collateral Agenthereunder, the provisions of this Section 9 of this Agreement Article XIII and Section 6.08 of the Security Agreement will 11.06 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Collateral Agent. (b) If the Collateral Agent resigns pursuant to this Section 9.7, the resigning Collateral Agent (at its own cost and expense), shall make available to the successor Collateral Agent such records, documents and information in the resigning Collateral Agent’s possession and provide such assistance as the successor Collateral Agent may reasonably request in connection with its appointment as the successor Collateral Agent. For the avoidance of doubt, other than the costs and expenses set forth in the preceding sentence, all costs and expenses associated with the appointment of a successor Collateral Agent shall be for the account of the Company in accordance with Section 6.07 and Section 6.08 of the Security Agreement.

Resignation of the Collateral Agent. (a) Subject to the appointment and acceptance of a successor Collateral Agent as provided belowin this paragraph, the Collateral Agent may resign at any time by giving at least ninety (90) days’ prior written notice thereof to each Purchaser notifying Symmetry and the CompanyTrustee. Upon any such resignation, each Purchaser will the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities shall have the right and responsibility to appoint a successor Collateral Agent, which successor Collateral Agent shall (unless any default or event of default under any Transaction Document has occurred and is continuing) be reasonably acceptable to the Companysuccessor. If no successor Collateral Agent has shall have been so appointed by the Purchasers Trustee or such Holders and has shall have accepted such appointment within ninety (90) 60 days after the retiring Collateral Agent’s giving of written Agent gives notice of its resignation, then such the retiring Collateral Agent may apply to any may, at the expense of the Grantors, petition a court of competent jurisdiction to appoint a successor Collateral Agent to act until Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such time, if any, bank. Upon the acceptance of its appointment as a successor Collateral Agent is otherwise appointed in accordance with this Section 9.7. Until the appointment of a successor Collateral Agent by such courta successor, such retiring Collateral Agent successor shall continue to act as Collateral Agent pursuant to the terms of this Agreement and the other Transaction Documents. Any successor Collateral Agent appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Purchasers in accordance with this Section 9.7. Upon its acceptance of appointment as Collateral Agent hereunder, (i) a successor Collateral Agent will thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent Agent, and the retiring Collateral Agent will shall be discharged from its duties and obligations hereunder and each relevant Transaction Document under the other Notes Documents. Such appointment and (ii) designation shall be full evidence of the retiring right and authority of such successor Collateral Agent will promptly transfer to act as Collateral Agent hereunder and under the other Notes Documents, and all of the Collateral in its possession or control held in the name Collateral, power, trusts, duties, documents, rights and authority of the retiring Collateral Agent for shall rest in the benefit successor Collateral Agent, without any further deed or conveyance. The retiring Collateral Agent shall, upon request of each Purchaser and will the Trustee or the successor Collateral Agent, execute and deliver any other such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Collateral Agent for the benefit of each Purchaser with respect to such Collateral instrument transferring to the successor Collateral Agent for all the benefit Collateral, properties, rights, power, trust, duties, authority and title of each Purchasersuch retiring Collateral Agent without any representations or warranties from the retiring Collateral Agent to the successor Collateral Agent or the Secured Parties. The Grantors shall execute and deliver any and all documents, conveyances or instruments requested by the Trustee, the retiring Collateral Agent or the successor Collateral Agent to reflect such transfer to the successor Collateral Agent. After the retiring Collateral Agent’s resignation hereunder as Collateral Agenthereunder, the provisions of this Section 9 of this Agreement Article and Section 6.08 of the Security Agreement will 6.03 shall continue in effect for the benefit of such retiring Collateral Agent, its benefit Affiliates and their related Indemnitees in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Collateral Agent. (b) If the Collateral Agent resigns pursuant to this Section 9.7, the resigning Collateral Agent (at its own cost and expense), shall make available to the successor Collateral Agent such records, documents and information in the resigning Collateral Agent’s possession and provide such assistance as the successor Collateral Agent may reasonably request in connection with its appointment as the successor Collateral Agent. For the avoidance of doubt, other than the costs and expenses set forth in the preceding sentence, all costs and expenses associated with the appointment of a successor Collateral Agent shall be for the account of the Company in accordance with Section 6.07 and Section 6.08 of the Security Agreement.

Resignation of the Collateral Agent. (a) Subject The Collateral Agent may at any time resign as the Collateral Agent upon 30 days' prior written notice to the Secured Parties and the Borrower, with such resignation to become effective only upon the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving at least ninety (90) days’ prior written notice thereof to each Purchaser and the Companyunder this Section 2.06. Upon any such resignation, each Purchaser will the Required Secured Parties shall have the right and responsibility to appoint a successor Collateral Agent, which successor Collateral Agent shall (unless any default or event of default under any Transaction Document has occurred and is continuing) be reasonably acceptable to the Company. If Borrower; provided that the Borrower shall have no successor Collateral Agent has been appointed by the Purchasers and has accepted such appointment within ninety (90) days after the retiring Collateral Agent’s giving right of written notice of resignation, then such retiring Collateral Agent may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent is otherwise appointed acceptance or consent in accordance with this Section 9.7. Until the appointment respect of a successor Collateral Agent upon and during the continuance of a Default Event. If no such successor shall have been appointed within 30 days of the Collateral Agent's resignation, the Collateral Agent may appoint a successor Collateral Agent, which shall be a Revolving Credit Lender (or an affiliate thereof). Upon the acceptance of any appointment as the Collateral Agent hereunder by such courta successor Collateral Agent, such retiring successor Collateral Agent shall continue to act as Collateral Agent pursuant to the terms of this Agreement and the other Transaction Documents. Any successor Collateral Agent appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Purchasers in accordance with this Section 9.7. Upon its acceptance of appointment as Collateral Agent hereunder, (i) a successor Collateral Agent will thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring former Collateral Agent, and the term "Collateral Agent" shall mean such successor Collateral Agent effective upon its appointment, and the retiring former Collateral Agent's rights, powers and duties as Collateral Agent will shall be discharged from its duties and obligations hereunder and each relevant Transaction Document and (ii) terminated, without any other or further act or deed on the retiring part of such former Collateral Agent will promptly transfer (except that the former Collateral Agent shall deliver all of the Collateral then in its possession or control held in the name of the retiring Collateral Agent for the benefit of each Purchaser and will execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Collateral Agent for the benefit of each Purchaser with respect to such Collateral to the successor Collateral Agent for Agent) or any of the benefit of each Purchaserother Secured Parties. After the retiring Collateral Agent’s resignation hereunder as the Collateral Agent, the provisions of this Section 9 of this Agreement and Section 6.08 of shall inure to the Security Agreement will continue in effect for its former Collateral Agent's benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. (b) If the Collateral Agent resigns pursuant to this Section 9.7, the resigning Collateral Agent (at its own cost and expense), shall make available to the successor Collateral Agent such records, documents and information in the resigning Collateral Agent’s possession and provide such assistance as the successor Collateral Agent may reasonably request in connection with its appointment as the successor Collateral Agent. For the avoidance of doubt, other than the costs and expenses set forth in the preceding sentence, all costs and expenses associated with the appointment of a successor Collateral Agent shall be for the account of the Company in accordance with Section 6.07 and Section 6.08 of the Security Agreement.

Resignation of the Collateral Agent. (a) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time time, by giving at least ninety (90) days’ prior written notice thereof to each Purchaser the Borrower and the Company. Upon any such resignation, each Purchaser will have the right and responsibility to appoint a successor Collateral Administrative Agent, which successor Collateral Agent shall resign and be discharged of the responsibilities hereby created, such resignation to become effective upon the earlier to occur of (unless any default or event of default under any Transaction Document has occurred and is continuingi) be reasonably acceptable to the Company. If no successor Collateral Agent has been appointed by the Purchasers and has accepted such appointment within ninety (90) days after the retiring Collateral Agent’s giving of written notice of resignation, then such retiring Collateral Agent may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent is otherwise appointed in accordance with this Section 9.7. Until the appointment of a successor Collateral Agent by such court, such retiring Collateral Agent shall continue to act as Collateral Agent pursuant to the terms of this Agreement Required Secured Parties and the other Transaction Documents. Any acceptance of such appointment by such successor Collateral Agent appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Purchasers in accordance with this Section 9.7. Upon its acceptance of appointment as Collateral Agent hereunder, (i) a successor Collateral Agent will thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent will be discharged from its duties and obligations hereunder and each relevant Transaction Document and (ii) the retiring Collateral Agent will promptly transfer all passage of 60 days from the Collateral in its possession or control held in the name giving of the retiring Collateral Agent for the benefit of each Purchaser and will execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Collateral Agent for the benefit of each Purchaser with respect to such Collateral to the successor Collateral Agent for the benefit of each Purchaser. After the retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 of this Agreement and Section 6.08 of the Security Agreement will continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agentwritten notice. (b) If at any time the Collateral Agent resigns pursuant shall resign, a successor Collateral Agent may be appointed by the Required Secured Parties, and the powers, duties, authority and title, of the predecessor Collateral Agent shall be terminated and canceled without any formality (except as may be required by applicable law) other than appointment and designation of a successor by the Required Secured Parties in writing duly acknowledged and delivered to the predecessor. Such appointment and designation shall be full evidence of the right and authority to make the same and of all the facts therein recited, and this Section 9.7Agreement and the Security Documents shall vest in such successor, without any further act, deed or conveyance, all the estates, properties, rights, powers, trusts, duties, authority and title of its predecessor; but such predecessor shall, nevertheless, on the written request of the Required Secured Parties, the resigning Collateral Agent (at its own cost and expense), shall make available to Credit Parties or the successor Collateral Agent execute and deliver an instrument transferring to such recordssuccessor all the estates, documents properties, rights, powers, trusts, duties, authority and information title of such predecessor hereunder and under the Security Documents and shall deliver all Collateral held by it or its agents to such successor Collateral Agent. Should any deed, conveyance or other instrument in writing from the Credit Parties be required by any successor Collateral Agent for more fully and certainly vesting in such successor the estates, properties, rights, powers, trusts, duties, authority and title vested or intended to be vested in the resigning predecessor Collateral Agent’s possession , any and provide all such assistance as deeds, conveyances and other instruments in writing shall, on request of such successor, be executed, acknowledged and delivered by the Credit Parties. If the Credit Parties shall not have executed and delivered any such deed, conveyance or other instrument within 10 days after it received a written request from the successor Collateral Agent to do so, or if a Notice of Default is in effect, the predecessor Collateral Agent may reasonably request in connection with its appointment execute the same on behalf of the Credit Parties. The Credit Parties hereby appoint any predecessor Collateral Agent as the successor Collateral Agent. For the avoidance of doubt, other than the costs their agent and expenses set forth attorney to act for them as provided in the preceding sentence, all costs and expenses associated with the appointment of a successor Collateral Agent shall be for the account of the Company in accordance with Section 6.07 and Section 6.08 of the Security Agreement.

Resignation of the Collateral Agent. (a) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the The Collateral Agent may resign at any time as Collateral Agent under this Agreement by giving at least ninety not less than thirty (9030) days’ days prior written notice thereof to each Purchaser and the CompanySecured Parties. Following any such resignation, the Collateral Agent shall give notice thereof to the Issuer; provided, that the failure to give such notice shall not affect the validity or effectiveness of such resignation. Upon any such resignationresignation under this Agreement, each Purchaser will the Secured Parties shall have the right and responsibility to appoint a successor Collateral Agent, which successor Collateral Agent shall (unless any default or event of default under any Transaction Document has occurred and is continuing) be reasonably acceptable to the Companythis Agreement. If no successor Collateral Agent has shall have been so appointed by the Purchasers Secured Parties, and has shall have accepted such appointment appointment, within ninety (90) 30 days after the retiring Collateral Agent’s giving of written notice of resignation, then such the retiring Collateral Agent may apply to any court may, on behalf of competent jurisdiction to the Secured Parties, appoint a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent to act until such time, if any, as hereunder by a successor Collateral Agent is otherwise appointed and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or Intercreditor and Collateral Agency Agreement notices, as may be necessary or desirable, or as the Secured Parties may request, in order to continue the perfection of the liens granted by the Security Documents in accordance with this Section 9.7. Until the appointment of a terms thereof, such successor Collateral Agent by such court, such retiring Collateral Agent shall continue to act as Collateral Agent pursuant to the terms of this Agreement and the other Transaction Documents. Any successor Collateral Agent appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Purchasers in accordance with this Section 9.7. Upon its acceptance of appointment as Collateral Agent hereunder, (i) a successor Collateral Agent will thereupon succeed to and become vested with with, all the rights, powers, discretion, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent will shall be discharged from its duties and obligations hereunder and each relevant Transaction Document and (ii) under this Agreement without any other or further act or deed on the retiring part of such former Collateral Agent will promptly transfer all of the Collateral in its possession or control held in the name of the retiring Collateral Agent for the benefit of each Purchaser and will execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Collateral Agent for the benefit of each Purchaser with respect to such Collateral to the successor Collateral Agent for the benefit of each PurchaserAgent. After the any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 of this Agreement and Section 6.08 of the Security Agreement will continue in effect for shall inure to its benefit in respect of as to any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. (b) If the Collateral Agent resigns pursuant to under this Section 9.7, the resigning Collateral Agent (at its own cost and expense), shall make available to the successor Collateral Agent such records, documents and information in the resigning Collateral Agent’s possession and provide such assistance as the successor Collateral Agent may reasonably request in connection with its appointment as the successor Collateral Agent. For the avoidance of doubt, other than the costs and expenses set forth in the preceding sentence, all costs and expenses associated with the appointment of a successor Collateral Agent shall be for the account of the Company in accordance with Section 6.07 and Section 6.08 of the Security Agreement.

Resignation of the Collateral Agent. (a) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving at least ninety (90) days’ ' prior written notice thereof to each Purchaser and the Company. Upon any such resignation, each Purchaser will have the right and responsibility to appoint a successor Collateral Agent, which successor Collateral Agent shall (unless any default or event of default under any Transaction Document has occurred and is continuing) be reasonably acceptable to the Company. If no successor Collateral Agent has been appointed by the Purchasers and has accepted such appointment within ninety (90) days after the retiring Collateral Agent’s 's giving of written notice of resignation, then such retiring Collateral Agent may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent is otherwise appointed in accordance with this Section 9.7. Until the appointment of a successor Collateral Agent by such court, such retiring Collateral Agent shall continue to act as Collateral Agent pursuant to the terms of this Agreement and the other Transaction Documents. Any successor Collateral Agent appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Purchasers in accordance with this Section 9.7. Upon its acceptance of appointment as Collateral Agent hereunder, (i) a successor Collateral Agent will thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent will be discharged from its duties and obligations hereunder and each relevant Transaction Document and (ii) the retiring Collateral Agent will promptly transfer all of the Collateral in its possession or control held in the name of the retiring Collateral Agent for the benefit of each Purchaser and will execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Collateral Agent for the benefit of each Purchaser with respect to such Collateral to the successor Collateral Agent for the benefit of each Purchaser. After the retiring Collateral Agent’s 's resignation hereunder as Collateral Agent, the provisions of this Section 9 of this Agreement and Section 6.08 of the Security Agreement will continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. (b) If the Collateral Agent resigns pursuant to this Section 9.7, the resigning Collateral Agent (at its own cost and expense), shall make available to the successor Collateral Agent such records, documents and information in the resigning Collateral Agent’s 's possession and provide such assistance as the successor Collateral Agent may reasonably request in connection with its appointment as the successor Collateral Agent. For the avoidance of doubt, other than the costs and expenses set forth in the preceding sentence, all costs and expenses associated with the appointment of a successor Collateral Agent shall be for the account of the Company in accordance with Section 6.07 and Section 6.08 of the Security Agreement.

Resignation of the Collateral Agent. (a) Subject The Collateral Agent may resign and appoint one of its Affiliates as successor by giving notice to the appointment Borrower and acceptance each of a successor Collateral Agent as provided below, the Agents. (b) Alternatively the Collateral Agent may resign at any time by giving at least ninety (90) days’ prior written notice thereof to each Purchaser and of the Company. Upon any such resignation, each Purchaser will have Agents in which case the right and responsibility to Instructing Group may appoint a successor Collateral Agent, which successor Collateral Agent shall . (unless any default or event of default under any Transaction Document has occurred and is continuingc) be reasonably acceptable to If the Company. If no successor Collateral Agent has been Instructing Group have not appointed by the Purchasers and has accepted such appointment within ninety (90) days after the retiring Collateral Agent’s giving of written notice of resignation, then such retiring Collateral Agent may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent is otherwise appointed in accordance with this Section 9.7. Until paragraph (b) above within 30 days after the appointment notice of a successor Collateral Agent by such courtresignation was given, such retiring Collateral Agent shall continue to act as Collateral Agent pursuant to the terms of this Agreement and the other Transaction Documents. Any successor Collateral Agent appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Purchasers in accordance with this Section 9.7. Upon its acceptance of appointment as Collateral Agent hereunder, (i) a successor Collateral Agent will thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent will be discharged from its duties and obligations hereunder and each relevant Transaction Document and (ii) the retiring Collateral Agent will promptly transfer all of the Collateral in its possession or control held in the name of the retiring Collateral Agent for the benefit of each Purchaser and will execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Collateral Agent for (after consultation with the benefit of each Purchaser with respect to such Collateral to the Agents) may appoint a successor Collateral Agent for the benefit of each Purchaser. After the retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 of this Agreement and Section 6.08 of the Security Agreement will continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. (bd) If the Collateral Agent resigns pursuant to this Section 9.7, the resigning The retiring Collateral Agent (the “Retiring Collateral Agent”) shall, at its own cost and expense)cost, shall make available to the successor Collateral Agent such records, documents and information in the resigning Collateral Agent’s possession records and provide such assistance as the successor Collateral Agent may reasonably request in connection with for the purposes of performing its appointment functions as Collateral Agent under the successor Debt Documents. (e) The Collateral Agent. For the avoidance of doubt, other than the costs and expenses set forth in the preceding sentence, all costs and expenses associated with ’s resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer of all of the Security Property to that successor. (f) Upon the appointment of a successor, the Retiring Collateral Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 4.19 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Collateral Agent, remain entitled to the benefit of Clauses 4 (Collateral Agent powers and responsibilities), 11 (Fees, costs and expenses), 12.1 (Grantors’ indemnity) and 12.3 (Secured Parties’ indemnity). Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if that successor had been an original Party. (g) The Instructing Group may, by notice to the Collateral Agent, require it to resign in accordance with paragraph (b) above. In this event, the Collateral Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Company Borrower. (h) If the Collateral Agent resigns in accordance with Section 6.07 this Clause 4.27, each Grantor shall execute such documents and Section 6.08 take all such other action as is necessary or (in the opinion of the Collateral Agent) desirable in connection with the substitution, in accordance with applicable law, of the successor Collateral Agent as creditor of the Dutch Parallel Debts and as beneficiary of any Security Agreementsecuring the Dutch Parallel Debts.

Resignation of the Collateral Agent. (a) Subject to the appointment and acceptance of a successor Collateral Agent as provided belowin this paragraph, the Collateral Agent may resign at any time by giving at least ninety (90) days’ prior written notice thereof to each Purchaser notifying the Required Lenders and the CompanyBorrowers. Upon any such resignation, each Purchaser will the Required Lenders shall have the right right, subject to the approval of the Borrowers (such approval not to be unreasonably withheld or delayed, and responsibility not to be required during the continuance of an Event of Default), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Lenders and subject to the approval of the Borrowers (such approval not to be unreasonably withheld or delayed, and not to be required during the continuance of an Event of Default), appoint a successor Collateral Agent, which successor shall be any commercial bank organized under the laws of the United States of America or any State thereof having a combined capital and surplus and undivided profits of not less than $500,000,000. Upon the acceptance of its appointment as the Collateral Agent shall (unless any default or event of default under any Transaction Document has occurred and is continuing) be reasonably acceptable to the Company. If no successor Collateral Agent has been appointed hereunder by the Purchasers and has accepted such appointment within ninety (90) days after the retiring Collateral Agent’s giving of written notice of resignation, then such retiring Collateral Agent may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent is otherwise appointed in accordance with this Section 9.7. Until the appointment of a successor Collateral Agent by such courtsuccessor, such retiring Collateral Agent successor shall continue to act as Collateral Agent pursuant to the terms of this Agreement and the other Transaction Documents. Any successor Collateral Agent appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Purchasers in accordance with this Section 9.7. Upon its acceptance of appointment as Collateral Agent hereunder, (i) a successor Collateral Agent will thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent Agent, and the retiring Collateral Agent will shall be discharged from its duties and obligations hereunder and under each relevant Transaction Document and (ii) other Loan Document. The fees payable by the retiring Collateral Agent will promptly transfer all of the Collateral in its possession or control held in the name of the retiring Collateral Agent for the benefit of each Purchaser and will execute and deliver such notices, instructions and assignments as may be necessary or desirable Borrowers to transfer the rights of the Collateral Agent for the benefit of each Purchaser with respect to such Collateral to the a successor Collateral Agent for shall be the benefit of each Purchasersame as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Collateral Agent’s 's resignation hereunder as Collateral Agenthereunder, the provisions of this Section 9 Article V, Article VIII of this the Credit Agreement and Section 6.08 9.03 of the Security Credit Agreement will shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Collateral Agent. (b) If the Collateral Agent resigns pursuant to this Section 9.7, the resigning Collateral Agent (at its own cost and expense), shall make available to the successor Collateral Agent such records, documents and information in the resigning Collateral Agent’s possession and provide such assistance as the successor Collateral Agent may reasonably request in connection with its appointment as the successor Collateral Agent. For the avoidance of doubt, other than the costs and expenses set forth in the preceding sentence, all costs and expenses associated with the appointment of a successor Collateral Agent shall be for the account of the Company in accordance with Section 6.07 and Section 6.08 of the Security Agreement.

Resignation of the Collateral Agent. (a) Subject to the appointment and acceptance of a successor Collateral Agent as provided belowin this paragraph, the Collateral Agent may resign at any time by giving at least ninety (90) days’ prior written notice thereof to each Purchaser notifying the Issuer and the CompanyTrustee. Upon any such resignation, each Purchaser will the Trustee or the Holders of at least a majority in aggregate principal amount of the Notes shall have the right and responsibility to appoint a successor Collateral Agent, which successor Collateral Agent shall (unless any default or event of default under any Transaction Document has occurred and is continuing) be reasonably acceptable to the Companysuccessor. If no successor Collateral Agent has shall have been so appointed by the Purchasers Trustee or such Holders and has shall have accepted such appointment within ninety (90) 60 days after the retiring Collateral Agent’s giving of written Agent gives notice of its resignation, then such the retiring Collateral Agent may apply to any may, at the expense of the Grantors, petition a court of competent jurisdiction to appoint a successor Collateral Agent to act until Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such time, if any, bank. Upon the acceptance of its appointment as a successor Collateral Agent is otherwise appointed in accordance with this Section 9.7. Until the appointment of a successor Collateral Agent by such courta successor, such retiring Collateral Agent successor shall continue to act as Collateral Agent pursuant to the terms of this Agreement and the other Transaction Documents. Any successor Collateral Agent appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Purchasers in accordance with this Section 9.7. Upon its acceptance of appointment as Collateral Agent hereunder, (i) a successor Collateral Agent will thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent Agent, and the retiring Collateral Agent will shall be discharged from its duties and obligations hereunder and each relevant Transaction Document under the other Notes Documents. Such appointment and (ii) designation shall be full evidence of the retiring right and authority of such successor Collateral Agent will promptly transfer to act as Collateral Agent hereunder and under the other Notes Documents, and all of the Collateral in its possession or control held in the name Collateral, power, trusts, duties, documents, rights and authority of the retiring Collateral Agent for shall rest in the benefit successor Collateral Agent, without any further deed or conveyance. The retiring Collateral Agent shall, upon request of each Purchaser and will the Trustee or the successor Collateral Agent, execute and deliver any other such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Collateral Agent for the benefit of each Purchaser with respect to such Collateral instrument transferring to the successor Collateral Agent for all the benefit Collateral, properties, rights, power, trust, duties, authority and title of each Purchasersuch retiring Collateral Agent without any representations or warranties from the retiring Collateral Agent to the successor Collateral Agent or the Secured Parties. The Grantors shall execute and deliver any and all documents, conveyances or instruments requested by the Trustee, the retiring Collateral Agent or the successor Collateral Agent to reflect such transfer to the successor Collateral Agent. After the retiring Collateral Agent’s resignation hereunder as Collateral Agenthereunder, the provisions of this Section 9 of this Agreement Article and Section 6.08 of the Security Agreement will 6.06 shall continue in effect for the benefit of such retiring Collateral Agent and its benefit Affiliates in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Collateral Agent. (b) If the Collateral Agent resigns pursuant to this Section 9.7, the resigning Collateral Agent (at its own cost and expense), shall make available to the successor Collateral Agent such records, documents and information in the resigning Collateral Agent’s possession and provide such assistance as the successor Collateral Agent may reasonably request in connection with its appointment as the successor Collateral Agent. For the avoidance of doubt, other than the costs and expenses set forth in the preceding sentence, all costs and expenses associated with the appointment of a successor Collateral Agent shall be for the account of the Company in accordance with Section 6.07 and Section 6.08 of the Security Agreement.

Resignation of the Collateral Agent. (a) Subject to the appointment and acceptance of a successor Collateral Agent as provided belowin this paragraph, the Collateral Agent may resign at any time by giving at least ninety (90) days’ prior written notice thereof to each Purchaser notifying the Required Lenders and the CompanyBorrowers. Upon any such resignation, each Purchaser will the Required Lenders shall have the right right, subject to the approval of the Borrowers (such approval not to be unreasonably withheld or delayed, and responsibility not to be required during the continuance of an Event of Default), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Lenders and subject to the approval of the Borrowers (such approval not to be unreasonably withheld or delayed, and not to be required during the continuance of an Event of Default), appoint a successor Collateral Agent, which successor shall be any commercial bank organized under the laws of the United States of America or any State thereof having a combined capital and surplus and undivided profits of not less than $500,000,000. Upon the acceptance of its appointment as the Collateral Agent shall (unless any default or event of default under any Transaction Document has occurred and is continuing) be reasonably acceptable to the Company. If no successor Collateral Agent has been appointed hereunder by the Purchasers and has accepted such appointment within ninety (90) days after the retiring Collateral Agent’s giving of written notice of resignation, then such retiring Collateral Agent may apply to any court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent is otherwise appointed in accordance with this Section 9.7. Until the appointment of a successor Collateral Agent by such courtsuccessor, such retiring Collateral Agent successor shall continue to act as Collateral Agent pursuant to the terms of this Agreement and the other Transaction Documents. Any successor Collateral Agent appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Purchasers in accordance with this Section 9.7. Upon its acceptance of appointment as Collateral Agent hereunder, (i) a successor Collateral Agent will thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent Agent, and the retiring Collateral Agent will shall be discharged from its duties and obligations hereunder and under each relevant Transaction Document and (ii) other Loan Document. The fees payable by the retiring Collateral Agent will promptly transfer all of the Collateral in its possession or control held in the name of the retiring Collateral Agent for the benefit of each Purchaser and will execute and deliver such notices, instructions and assignments as may be necessary or desirable Borrowers to transfer the rights of the Collateral Agent for the benefit of each Purchaser with respect to such Collateral to the a successor Collateral Agent for shall be the benefit of each Purchasersame as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Collateral Agent’s resignation hereunder as Collateral Agenthereunder, the provisions of this Section 9 Article V, Article VIII of this the Credit Agreement and Section 6.08 9.03 of the Security Credit Agreement will shall continue in effect for the benefit of such retiring Collateral Agent, its benefit sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it any of them while it was acting as the Collateral Agent. (b) If the Collateral Agent resigns pursuant to this Section 9.7, the resigning Collateral Agent (at its own cost and expense), shall make available to the successor Collateral Agent such records, documents and information in the resigning Collateral Agent’s possession and provide such assistance as the successor Collateral Agent may reasonably request in connection with its appointment as the successor Collateral Agent. For the avoidance of doubt, other than the costs and expenses set forth in the preceding sentence, all costs and expenses associated with the appointment of a successor Collateral Agent shall be for the account of the Company in accordance with Section 6.07 and Section 6.08 of the Security Agreement.

Resignation of the Collateral Agent. (a) Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by giving at least ninety (90) days’ prior written notice thereof to each Purchaser the Secured Parties and the CompanyBorrower. Upon receipt of any such notice of resignation, each Purchaser will have the right and responsibility to Required Lenders may, with the consent of the Borrower (which consent shall not be unreasonably withheld), appoint a any Eligible Assignee as the successor Collateral Agent, which successor Collateral Agent shall (unless any default or event of default under any Transaction Document has occurred and is continuing) be reasonably acceptable to the Company. If no successor Collateral Agent has been is so appointed by the Purchasers Required Lenders and has accepted accepts such appointment within ninety (90) 30 days after the retiring resigning Collateral Agent’s giving of written notice of resignation, then such retiring the resigning Collateral Agent may apply to may, on behalf of the Secured Parties and with the consent of the Borrower (which consent shall not be unreasonably withheld), appoint any court of competent jurisdiction to appoint a Eligible Assignee as the successor Collateral Agent to act until such time, if any, Agent. Effective on the acceptance by any Person of its appointment as a successor Collateral Agent is otherwise appointed in accordance with this Section 9.7. Until the appointment of a successor Collateral Agent by such courtAgent, such retiring Collateral Agent Person shall continue to act as Collateral Agent pursuant to the terms of this Agreement and the other Transaction Documents. Any successor Collateral Agent appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed by the Purchasers in accordance with this Section 9.7. Upon its acceptance of appointment as Collateral Agent hereunder, (i) a successor Collateral Agent will thereupon succeed to and become vested with all the rights, powers, privileges privileges, duties and duties obligations of the retiring resigning Collateral Agent and the retiring resigning Collateral Agent will shall be discharged from its duties and obligations hereunder and each relevant Transaction Document and (ii) the retiring as Collateral Agent will promptly transfer all of under the Collateral in its possession or control held in the name of the retiring Collateral Agent for the benefit of each Purchaser and will execute and deliver such notices, instructions and assignments as may be necessary or desirable to transfer the rights of the Collateral Agent for the benefit of each Purchaser with respect to such Collateral to the successor Collateral Agent for the benefit of each PurchaserLoan Documents. After the retiring any resigning Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 9 of this Agreement and Section 6.08 of the Security Agreement will Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent. . The Lenders, the Agent, the Collateral Agent, the Issuers, and the Borrower agree that (bi) If if the Collateral Agent resigns pursuant to is removed or replaced as Collateral Agent, by resignation or otherwise, under this Section 9.7Agreement, then the resigning entity being removed or replaced as Collateral Agent will simultaneously resign as Agent, and (at its own cost and expense), shall make available to the ii) no successor Collateral Agent will be appointed or accepted under this Agreement unless such records, documents party shall simultaneously be appointed or accepted as Agent and information in the resigning Collateral shall agree to such simultaneous appointment or acceptance as Agent’s possession and provide such assistance as the successor Collateral Agent may reasonably request in connection with its appointment as the successor Collateral Agent. For the avoidance of doubt, other than the costs and expenses set forth in the preceding sentence, all costs and expenses associated with the appointment of a successor Collateral Agent shall be for the account of the Company in accordance with Section 6.07 and Section 6.08 of the Security Agreement.