Common use of Resignation of the Collateral Agent Clause in Contracts

Resignation of the Collateral Agent. The Collateral Agent may at any time give notice of its resignation to each Holder, Holdings and the Company. Upon receipt of any such notice of resignation, the Required Holders shall have the right, in consultation with the Company, to appoint a successor. If no such successor shall have been so appointed by the Required Holders and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent gives notice of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Note Documents and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Holder directly, until such time as the Required Holders appoint a successor Collateral Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Note Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Collateral Agent’s resignation hereunder and under the other Note Documents, the provisions of this Article 10 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting as Collateral Agent.

Resignation of the Collateral Agent. The Collateral Agent may at any time give notice of its resignation to each Holder, Holdings Holder and the Company. Upon receipt of any such notice of resignation, the Required Holders shall have the right, in consultation with Holdings and the Company, to appoint a successor. If no such successor shall have been so appointed by the Required Holders and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent gives notice of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Note Documents and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Holder directly, until such time as the Required Holders appoint a successor Collateral Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Note Documents (if not already discharged therefrom as provided above in this paragraph). After the retiring Collateral Agent’s resignation hereunder and under the other Note Documents, the provisions of this Article 10 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting as Collateral Agent.

Resignation of the Collateral Agent. The Collateral Agent may at any time give notice of its resignation to each Holder, Holdings the Buyers and the Company. Upon receipt of any such notice of resignation, the Required Holders shall have the right, in consultation with the CompanyCompany so long as no Default or Event of Default has occurred and is continuing, to appoint a successor. If no such successor shall have been so appointed by the Required Holders and shall have accepted such appointment within thirty (30) 10 days after the retiring Collateral Agent gives notice of its resignation, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under may, on behalf of the other Note Documents and (b) all paymentsBuyers, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Holder directly, until such time as the Required Holders appoint a successor Collateral Agent as provided for above in this paragraphAgent. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Note Transaction Documents (if not already discharged therefrom as provided above in this paragraphSection 10(f)). After the retiring Collateral Agent’s resignation hereunder and under the other Note Transaction Documents, the provisions of this Article Section 10 and Section 9(l) shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Affiliates Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting as Collateral Agent.

Resignation of the Collateral Agent. The Collateral Agent may at resign upon not less than 10 days' prior notice to the Borrower and each Debt Holder, with any time give notice of its such resignation to each Holderbecome effective only upon the appointment of a successor Collateral Agent under this Section 2.04. If the Collateral Agent shall resign, Holdings then the 364-Day Administrative Agent (acting with the consent of the Required 364-Day Lenders) and the Company. Upon receipt Five-Year Administrative Agent (acting with the consent of any such notice of resignation, the Required Holders Five-Year Lenders) shall have the right, in consultation with the Company, to appoint a successor. If Borrower (and if no such successor shall have been so appointed by within 30 days of the Required Holders and shall have accepted such appointment within thirty (30) days after Collateral Agent's resignation, the retiring Collateral Agent gives notice may) appoint a successor collateral agent for the Secured Parties hereunder, whereupon such successor agent shall succeed to the rights, powers and duties of the "Collateral Agent" and the term "Collateral Agent" shall mean such successor agent effective upon its resignationappointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring former Collateral Agent's rights, powers and duties as Collateral Agent shall be discharged from its duties terminated, without any other or further act or deed on the part of Amended and obligations hereunder Restated Intercreditor and under Collateral Agency Agreement such former Collateral Agent (except that the other Note Documents and (b) all payments, communications and determinations provided to be made by, to or through the resigning Collateral Agent shall instead be made by or deliver all Shared Collateral then in its possession to each Holder directly, until such time as the Required Holders appoint a successor Collateral Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all Agent) or any of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Note Documents (if not already discharged therefrom as provided above in this paragraph)Secured Parties. After the any retiring Collateral Agent’s 's resignation hereunder and under the other Note Documentshereunder, the provisions of this Article 10 Agreement shall continue in effect for the inure to its benefit of such retiring Collateral Agent, its sub-agents and their respective Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while it was the retiring Collateral Agent was acting as Collateral Agent.

Resignation of the Collateral Agent. The Collateral Agent may at any time give resign by giving thirty (30) days’ prior written notice of its resignation thereof to each Holder, Holdings Secured Party Representative and the CompanyBorrowers, provided that no resignation shall be effective until a successor for the Collateral Agent is appointed. Upon receipt of any such notice of resignation, the Required Holders Secured Party Representatives shall have the right, in consultation with the Company, right to appoint a successorsuccessor Collateral Agent. If no such successor Collateral Agent shall have been so appointed by the Required Holders Secured Party Representatives and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent gives Agent’s giving of notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, which shall be a financial institution having a long-term bank deposit rating of not less than “A” if rated by Standard & Poor’s Corporation or Mxxxx’x Investors Services, Inc. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such resignation successor Collateral Agent shall nonetheless thereupon succeed to and become effective in accordance vested with such notice all the rights, powers, privileges and (a) duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Note Documents and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Holder directly, until such time as the Required Holders appoint a successor Collateral Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Note Documents (if not already discharged therefrom as provided above in this paragraph). After the any retiring Collateral Agent’s resignation hereunder and under the other Note Documentsresignation, the provisions of this Article 10 Agreement and the Security Documents shall continue in effect for the its benefit of such retiring Collateral Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them it while the retiring Collateral Agent it was acting as Collateral Agent.

Resignation of the Collateral Agent. The Collateral Agent may resign at any time give as Collateral Agent under this Agreement by giving written notice of its resignation thereof to each Holder, Holdings and the CompanySecured Parties. Upon receipt of Following any such notice of resignation, the Required Holders 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 resignation under this Agreement, the Secured Parties shall have the right, in consultation with the Company, right to appoint a successorsuccessor Collateral Agent under this Agreement. If no such successor Collateral Agent shall have been so appointed by the Required Holders Secured Parties, and shall have accepted such appointment appointment, within thirty (30) 30 days after the retiring Collateral Agent gives Agent's giving of notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent and upon the execution and filing or recording of such resignation shall nonetheless become effective financing statements, or amendments thereto, and such other instruments or 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 the terms thereof, such notice successor Collateral Agent shall succeed to and (a) become vested with, all the rights, powers, discretion, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under this Agreement without any other or further act or deed on the other Note Documents and (b) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Holder directly, until part of such time as the Required Holders appoint a successor Collateral Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) former Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Note Documents (if not already discharged therefrom as provided above in this paragraph). After the any retiring Collateral Agent’s 's resignation hereunder and under the other Note Documentsas Collateral Agent, the provisions of this Article 10 Agreement shall continue in effect for the inure to its benefit of such retiring Collateral Agent, its sub-agents and their respective Affiliates in respect of as to any actions taken or omitted to be taken by any of them it while the retiring it was Collateral Agent was acting as Collateral Agentunder this Agreement.