Common use of Resignation; Successor Collateral Agent Clause in Contracts

Resignation; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent may resign at any time by notifying the Secured Parties and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Lien Grantor, to appoint a successor Collateral Agent. 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 Secured Parties, appoint a successor Collateral Agent which shall be a bank with an office in the United States, or an Affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor and such successor. After the Collateral Agent’s resignation hereunder, the provisions of this Section and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent may resign at any time by notifying the Secured Parties giving at least 30 days written notice thereof to Lenders and the BorrowerBorrower Representative. Upon any receipt of such resignationnotice, the Required Lenders shall have the right, in consultation with the Lien Grantor, right to appoint a successor Collateral Agent. 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 Secured Parties, appoint a successor Collateral Agent which shall be (a) a bank with an office in the United States, Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $500,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrower Representative; provided that if any such bank. Upon acceptance of its appointment as successor Collateral Agent hereunder is not a United Stated person within the meaning of Code Section 7701(a)(30), such appointment shall be subject to approval by the Borrower Representative. If no successor agent is appointed prior to the effective date of the resignation of Collateral Agent, then Collateral Agent may appoint a successorsuccessor agent from among the Lenders. Immediately upon such appointment by Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Collateral Agent hereunderwithout further act, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunderhereunder but shall continue to have the benefits of the indemnification set forth in Sections 11.5 and 13.2. The fees payable by the Lien Grantor to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor and such successor. After the Notwithstanding any Collateral Agent’s resignation hereunderresignation, the provisions of this Section and Section 10 11 shall continue in effect for the its benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in with respect of to any actions taken or omitted to be taken by any it while Collateral Agent. Any successor by merger or acquisition of them while the retiring stock or assets of Sun Finance shall continue to be Collateral Agent was acting hereunder without further act on the part of the parties hereto, unless such successor resigns as Collateral Agentprovided above.

Resignation; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent may resign at any time by notifying the Secured Parties and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Lien GrantorBorrower, to appoint a successor Collateral Agent. 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 Secured Parties, appoint a successor Collateral Agent which shall be a bank with an office in the United States, or an Affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor Grantors to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor Grantors and such successor. After the Collateral Agent’s resignation hereunder, the provisions of this Section and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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; Successor Collateral Agent. Subject The Controlling Party or Collateral Agent may terminate this Agreement for any reason upon not less than 30 days’ prior written notice to each other party hereto; provided that no termination of this Agreement by the Collateral Agent shall be effective until the Controlling Party shall have consented to the appointment and acceptance of a successor Collateral Agent as provided in this subsectionfor the Secured Parties. If the Controlling Party shall fail to appoint such successor within 90 days after notice of termination from the Collateral Agent, then the Collateral Agent may resign petition any court of competent jurisdiction for the appointment of such successor at any time by notifying the Secured Parties sole cost and expense of the Borrower. Upon any such resignation, The indemnity provided to the Required Lenders shall have the right, in consultation with the Lien Grantor, to appoint a successor Collateral Agent. 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 under Section 12 shall survive its resignation, then resignation under this Agreement with respect to any indemnified liabilities to the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent which shall be a bank with an office in the United Statesextent incurred or arising, or an Affiliate of any relating to events occurring, before such banktermination. Upon acceptance in writing of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunderAgent, and the retiring Collateral Agent shall be be, upon transfer of the Collateral Accounts and possession of all Collateral in its control to such successor, discharged from its duties and obligations hereunder. As of the termination date, all fees and reimbursement expenses shall be paid to the Collateral Agent in accordance with Section 5.02 of the Master Investment and Credit Agreement on the next succeeding Payment Date. The fees payable by the Lien Grantor Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor Borrower and such successor. After the Collateral Agent’s resignation hereunder, the provisions of this Section and Section 10 clause shall continue in effect for the benefit of such retiring Collateral Agent, its subApproved Sub-agents Custodians and their respective 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; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent may resign at any time by notifying the Secured Parties and the BorrowerU.S. Borrowers’ Agent. Upon any such resignation, General Electric Capital Corporation or an Affiliate thereof (collectively, “GE Capital”) shall (so long as GE Capital is a Lender) have the option to become the successor Collateral Agent, but if it should not exercise such option within 10 days after the resigning Collateral Agent gives notice of its resignation, the Required Lenders Secured Parties shall have the right, in consultation with the Lien Grantor, right to appoint a successor Collateral Agent. If GE Capital shall not have exercised its option to become a successor Collateral Agent or no successor shall have been so appointed by the Required Lenders Secured Parties and shall have accepted such appointment appointment, in any case, within 30 days after the retiring Collateral Agent gives 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 bank with an office in the United States, or an Affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor Borrowers to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor Borrowers and such successor. After the Collateral Agent’s resignation hereunder, the provisions of this Section and Section 10 11 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsectionsubsection 15(g), the Collateral Agent may resign at any time by notifying the Secured Parties Banks and the BorrowerNNL. Upon any such resignation, the Required Lenders Secured Banks shall have the right, in consultation with the Lien Grantor, right to appoint a successor Collateral AgentAgent reasonably acceptable to NNL. If no successor shall have been so appointed by the Required Lenders Secured Banks 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 Secured Parties, appoint a successor Collateral Agent reasonably acceptable to NNL which shall be a bank with an office in the United StatesNew York, New York or Toronto, Ontario, or an Affiliate affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor NNL to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor NNL and such successor. After the Collateral Agent’s 's resignation hereunder, the provisions of this Section 15 and Section 10 14 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent may resign at any time by notifying the Secured Parties Lenders, the Issuing Lender and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Lien GrantorBorrower, to appoint a successor Collateral Agent. 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 Secured Parties, appoint a successor Collateral Agent which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor Borrower and such successor. After the Collateral Agent’s resignation hereunder, the provisions of this Section, Section 21 and Section 10 23 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent may resign at any time by notifying the Secured Parties Lenders, the Issuing Bank and the BorrowerCompany. Upon any such resignation, the Required 43 Lenders shall have the right, in consultation with the Lien GrantorCompany, to appoint a successor Collateral Agent. 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 Secured Parties, appoint a successor Collateral Agent which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor Company to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor Company and such successor. After the Collateral Agent’s 's resignation hereunder, the provisions of this Section and Section 10 21 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsectionbelow, the Collateral Agent may resign at any time by notifying the Secured Parties giving at least 30 days written notice thereof to Lenders and the BorrowerBorrowers. Upon any receipt of such resignationnotice, the Required Lenders shall have the right, in consultation with the Lien Grantor, right to appoint a successor Collateral Agent. 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 Secured Parties, appoint a successor Collateral Agent which shall be (a) a bank with an office in the United States, Lender or an Affiliate of a Lender; or (b) a commercial bank that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrowers. If no successor Collateral Agent is appointed prior to the effective date of the resignation of Collateral Agent, then Collateral Agent may appoint a successor agent from among Lenders or, if no Lender accepts such bankrole, Collateral Agent may appoint Required Lenders as successor Collateral Agent. Upon acceptance by a successor Collateral Agent of its an appointment to serve as Collateral Agent hereunder by a successorhereunder, or upon appointment of Required Lenders as successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Collateral Agent hereunderwithout further act, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunderhereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. The fees payable by the Lien Grantor to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor and such successor. After the Notwithstanding any Collateral Agent’s resignation hereunderresignation, the provisions of this Section and Section 10 12 shall continue in effect for the its benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in with respect of to any actions taken or omitted to be taken by any it while Collateral Agent. Any successor to Bank of them while the retiring America by merger or acquisition of stock or this loan shall continue to be Collateral Agent was acting hereunder without further act on the part of the parties hereto, unless such successor resigns as Collateral Agentprovided above.

Resignation; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsectionsubsection 16(h), the Collateral Agent may resign at any time by notifying the Secured Parties Banks and the BorrowerNNL. Upon any such resignation, the Required Lenders Secured Banks shall have the right, in consultation with the Lien Grantor, right to appoint a successor Collateral AgentAgent reasonably acceptable to NNL. If no successor shall have been so appointed by the Required Lenders Secured Banks 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 Secured Parties, appoint a successor Collateral Agent reasonably acceptable to NNL which shall be a bank with an office in the United StatesNew York, New York or Toronto, Ontario, or an Affiliate affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor NNL to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor NNL and such successor. After the Collateral Agent’s 's resignation hereunder, the provisions of this Section 16 and Section 10 15 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent may resign at any time by notifying the Secured Parties Banks and the BorrowerNNL. Upon any such resignation, the Required Lenders Secured Banks shall have the right, in consultation with the Lien Grantor, right to appoint a successor Collateral AgentAgent reasonably acceptable to NNL. If no successor shall have been so appointed by the Required Lenders Secured Banks 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 Secured Parties, appoint a successor Collateral Agent reasonably acceptable to NNL which shall be a bank with an office in the United StatesNew York, New York or Toronto, Ontario, or an Affiliate affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor NNL to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor NNL and such successor. After the Collateral Agent’s 's resignation hereunder, the provisions of this Section 17 and Section 10 16 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsectionherein, the Collateral Agent may resign at any time by notifying the Secured Parties Banks and the BorrowerNNI. Upon any such resignation, the Required Lenders Secured Banks shall have the right, in consultation with the Lien Grantor, right to appoint a successor Collateral AgentAgent reasonably acceptable to NNI. If no successor shall have been so appointed by the Required Lenders Secured Banks 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 Secured Parties, appoint a successor Collateral Agent reasonably acceptable to NNI which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor NNI to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor NNI and such successor. After the Collateral Agent’s 's resignation hereunder, the provisions of this Section and Section 10 Pledge Agreement Supplement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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; Successor Collateral Agent. Subject to The Collateral Agent may resign as collateral agent hereunder at any time for any reason, and the appointment and acceptance of a successor Lender may, in its sole discretion, remove the Collateral Agent as collateral agent hereunder at any time for any reason, in each case upon not less than 30 days’ prior written notice to each other Party; provided in this subsectionthat no resignation of the Collateral Agent shall be effective until the Lender shall have appointed a successor collateral agent. If the Lender shall fail to appoint such successor within 90 days after notice of resignation or removal, as the case may be, then the Collateral Agent may resign petition any court of competent jurisdiction for the appointment of such successor at any time by notifying the Secured Parties sole cost and expense of the BorrowerLender. Upon any such resignation, The indemnity provided to the Required Lenders shall have the right, in consultation with the Lien Grantor, to appoint a successor Collateral Agent. 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 under Section 11 shall survive its resignation, then resignation or removal under this Agreement with respect to any indemnified liabilities to the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent which shall be a bank with an office in the United Statesextent incurred or arising, or an Affiliate of any relating to events occurring, before such bankresignation or removal. Upon acceptance in writing of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunderAgent, and the retiring Collateral Agent shall be be, upon transfer of the Collateral Account and possession of all Collateral in its control to such successor, discharged from its duties hereunder. As of the resignation date, fees and obligations hereunderreimbursement expenses shall be paid to the Collateral Agent in accordance with the Waterfall on the next succeeding Payment Date. The fees payable by the Lien Grantor Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor Borrower and such successor. After the Collateral Agent’s resignation hereunder, the provisions of this Section and Section 10 6(i) shall continue in effect for the benefit of such retiring Collateral Agent, Agent and its sub-agents and their respective 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 Agentcollateral agent hereunder.

Resignation; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent may resign at any time by notifying the Secured Parties Banks and the BorrowerNNL. Upon any such resignation, the Required Lenders Secured Banks shall have the right, in consultation with the Lien Grantor, right to appoint a successor Collateral AgentAgent reasonably acceptable to NNL. If no successor shall have been so appointed by the Required Lenders Secured Banks 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 Secured Parties, appoint a successor Collateral Agent reasonably acceptable to NNL which shall be a bank with an office in the United StatesNew York, New York or Toronto, Ontario, or an Affiliate affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor NNL to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor NNL and such successor. After the Collateral Agent’s 's resignation hereunder, the provisions of this Section 15 and Section 10 14 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsectionsubsection 16(h), the Collateral Agent may resign at any time by notifying the Secured Parties Banks and the BorrowerNNI. Upon any such resignation, the Required Lenders Secured Banks shall have the right, in consultation with the Lien Grantor, right to appoint a successor Collateral AgentAgent reasonably acceptable to NNI. If no successor shall have been so appointed by the Required Lenders Secured Banks 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 Secured Parties, appoint a successor Collateral Agent reasonably acceptable to NNI which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor NNI to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor NNI and such successor. After the Collateral Agent’s 's resignation hereunder, the provisions of Section 15 and this Section and Section 10 16 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the The Collateral Agent may resign at any time by notifying the Secured Parties for any reason, and the Borrower. Upon Controlling Party may, in its sole discretion, remove the Collateral Agent at any such resignationtime for any reason, in each case upon not less than 30 days’ prior written notice to each other Party; provided that no resignation of the Required Lenders Collateral Agent shall be effective until the Controlling Party shall have the right, in consultation with the Lien Grantor, to appoint a successor Collateral Agent. 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 Secured Parties, appoint a successor Collateral Agent to which the Subordinated Lender shall be a bank not have reasonably objected within five Business Days after having been given written notice thereof. If the Controlling Party shall fail to appoint such successor within 90 days after notice of resignation or removal, as the case may be, then the Collateral Agent may petition any court of competent jurisdiction for the appointment of such successor at the sole cost and expense of the Controlling Party. The indemnity provided to the Collateral Agent under Section 12 shall survive its resignation or removal under this Agreement with an office in respect to any indemnified liabilities to the United Statesextent incurred or arising, or an Affiliate of any relating to events occurring, before such bankresignation or removal. Upon acceptance in writing of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunderAgent, and the retiring Collateral Agent shall be be, upon transfer of the Collateral Account and possession of all Collateral in its control to such successor, discharged from its duties hereunder. As of the resignation date, fees and obligations hereunderreimbursement expenses shall be paid to the Collateral Agent in accordance with the Waterfall on the next succeeding Payment Date. The fees payable by the Lien Grantor Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor Borrower and such successor. After the Collateral Agent’s resignation hereunder, the provisions of this Section and Section 10 clause shall continue in effect for the benefit of such retiring Collateral Agent, Agent and its sub-agents and their respective 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; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsectionbelow, the Collateral Agent may resign at any time by notifying the Secured Parties giving at least 30 days written notice thereof to Purchasers and the BorrowerCompany. Upon any receipt of such resignationnotice, Purchasers shall have the right to appoint by affirmative vote or written consent of the Required Lenders shall have the right, in consultation with the Lien Grantor, to appoint a successor Collateral Agent, which shall be (i) a Purchaser or an Affiliate of a Purchaser or (ii) a commercial bank that is organized under the laws of the United States or any state or district thereof and has a combined capital surplus of at least $200,000,000. If no successor shall have been so agent is appointed by prior to the Required Lenders and shall have accepted such appointment within 30 days after effective date of the retiring resignation of Collateral Agent, then Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, may appoint a successor agent. Upon acceptance by a successor Collateral Agent which shall be a bank with of an office in the United States, or an Affiliate of any such bank. Upon acceptance of its appointment to serve as Collateral Agent hereunder by a successorhereunder, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges powers and duties of the retiring Collateral Agent hereunderwithout further act, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunderhereunder but shall continue to have the benefits of the indemnification set forth in ARTICLE 7 and Section 10.7. The fees payable by the Lien Grantor to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor and such successor. After the Notwithstanding any Collateral Agent’s resignation hereunderresignation, the provisions of this Section and Section Article 10 shall continue in effect for the its benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in with respect of to any actions taken or omitted to be taken by any of them it while the retiring Collateral Agent. Any successor to Collateral Agent was acting by merger or acquisition of equity or its interests in any Note shall continue to be Collateral Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as Collateral Agentprovided above.

Resignation; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the The Collateral Agent may resign at any time by notifying the Secured Parties and the BorrowerQSC. Upon any such resignation, the Required Lenders Secured Parties shall have the right, in consultation with the Lien GrantorQSC, to appoint a successor Collateral Agent. If no successor shall have been so appointed by the Required Lenders Secured Parties 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 Secured Parties, appoint a successor Collateral Agent which shall be either (i) a bank with having (x) an office in the United StatesNew York, New York and (y) combined capital and surplus of at least $400,000,000, or an Affiliate of any such bank or (ii) another bank that is reasonably acceptable to QSC (or an Affiliate of such bank). Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor QSC to a successor Collateral Agent shall be the same as those payable by QSC to its such Collateral Agent's predecessor unless otherwise agreed by the Lien Grantor QSC and such successorsuccessor Collateral Agent. After the Collateral Agent’s 's resignation hereunder, the provisions of this Section and Section 10 15 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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. If no successor agent has accepted appointment as Collateral Agent by the date which is 30 days following the retiring Collateral Agent's notice of resignation, the retiring Agent's resignation shall at its election nevertheless become effective and the Secured Parties shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Secured Parties appoint a successor agent as provided above. In the event BNY Asset Solutions LLC resigns as Collateral Agent, BNY Asset Solutions LLC shall deliver all Pledged Instruments and Pledged Certificated Securities in its possession to the successor Collateral Agent under this Agreement (or if no such successor has accepted such appointment, to one or more of the Secured Parties).

Resignation; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent may resign at any time by notifying the Secured Parties Banks and the BorrowerNNL. Upon any such resignation, the Required Lenders Secured Banks shall have the right, in consultation with the Lien Grantor, right to appoint a successor Collateral AgentAgent reasonably acceptable to NNL. If no successor shall have been so appointed by the Required Lenders Secured Banks 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 Secured Parties, appoint a successor Collateral Agent reasonably acceptable to NNL which shall be a bank with an office in the United StatesNew York, New York or Toronto, Ontario, or an Affiliate affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor NNL to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor NNL and such successor. After the Collateral Agent’s 's resignation hereunder, the provisions of this Section 18 and Section 10 17 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent may resign at any time by notifying the Secured Parties and the a Canadian Borrower. Upon any such resignation, General Electric Capital Corporation or an Affiliate thereof (collectively, “GE Capital”) shall (as long as GE Capital is a Lender) have the option to become the successor Collateral Agent, but if it should not exercise such option within 10 days after the resigning Collateral Agent gives notice of its resignation, the Required Lenders Secured Parties shall have the right, in consultation with the Lien Grantor, right to appoint a successor Collateral Agent. If GE Capital shall not have exercised its option to become a successor Collateral Agent or if no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment appointment, in any case, within 30 thirty (30) days after the retiring Collateral Agent gives 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 bank with an office in the United StatesCanada, or an a Canadian Affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor Canadian Borrowers to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor Canadian Borrowers and such successor. After the Collateral Agent’s resignation hereunder, the provisions of this Section and Section 10 11 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsectionsubsection 18(h), the Collateral Agent may resign at any time by notifying EDC, the Secured Parties Lenders and the BorrowerNNI. Upon any such resignation, the Required Secured Lenders shall have the right, in consultation with the Lien Grantor, right to appoint a successor Collateral AgentAgent reasonably acceptable to NNI. If no successor shall have been so appointed by the Required Secured 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 Secured Parties, appoint a successor Collateral Agent reasonably acceptable to NNI, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor NNI to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor NNI and such successor. After the Collateral Agent’s resignation hereunder, the provisions of this Section 18 and Section 10 17 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the The Collateral Agent may resign at any time by notifying the Secured Parties and the BorrowerQSC. Upon any such resignation, the Required Lenders Secured Parties shall have the right, in consultation with the Lien GrantorQSC, to appoint a successor Collateral Agent. If no successor shall have been so appointed by the Required Lenders Secured Parties 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 Secured Parties, appoint a successor Collateral Agent which shall be either (i) a bank with having (x) an office in the United StatesNew York, New York and (y) combined capital and surplus of at least $400,000,000, or an Affiliate of any such bank or (ii) another bank that is reasonably acceptable to QSC (or an Affiliate of such bank). Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor QSC to a successor Collateral Agent shall be the same as those payable by QSC to its such Collateral Agent's predecessor unless otherwise agreed by the Lien Grantor QSC and such successorsuccessor Collateral Agent. After the Collateral Agent’s 's resignation hereunder, the provisions of this Section and Section 10 15 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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. If no successor agent has accepted appointment as Collateral Agent by the date which is 30 days following the retiring Collateral Agent's notice of resignation, the retiring Agent's resignation shall at its election nevertheless become effective and the Secured Parties shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Secured Parties appoint a successor agent as provided above. In the event Bank of America, N.A. resigns as Collateral Agent but continues to be the Senior Collateral Agent, such resignation shall become effective in accordance with the foregoing upon delivery to the successor Collateral Agent hereunder (or if no such successor has accepted such appointment, to the Secured Parties) of a written acknowledgment by Bank of America, N.A., in its capacity as Senior Collateral Agent, of the following: (i) that, pursuant to Section 9-313 of the UCC, any Pledged Instruments or Pledged Certificated Securities held by the Senior Collateral Agent are held for the benefit of the "Secured Parties" under and as defined in the Senior Security Agreement and the Secured Parties under this Agreement and the holders of any Additional Senior Secured Obligations or Additional Pari Passu Secured Obligations which are secured by such Pledged Instruments or Pledged Certificated Securities pursuant to any Secured Agreement other than this Agreement (but disclaiming any duty to such parties, as permitted by Section 9-313 of the UCC); (2) that upon satisfaction of the Senior Release Conditions, (i) at the written request of all of the holders of any Additional Senior Secured Obligations (or their respective trustees or like representatives), which request shall include instructions for delivery, the Senior Collateral Agent shall deliver all Pledged Instruments and Pledged Certificated Securities in its possession to the collateral agent or secured party under any Secured Agreement granting Liens in such Pledged Instruments and/or Pledged Certificated Securities in favor of the holders of any Additional Senior Secured Obligations as specified in such request, or (ii) if no Additional Senior Secured Obligations exist at such time, to the successor Collateral Agent under this Agreement (or if no such successor has accepted such appointment, to one or more of the Secured Parties); (3) that following payment in full in cash of the "Secured Obligations" (as defined in the Senior Security Agreement) secured by the Collateral in accordance with Section 21 of the Senior Security Agreement to the extent the same constitute "Senior Debt" under clauses (1), (2) or (6) of the definition thereof under the Indenture (as in effect on the Effective Date)(which, for the avoidance of doubt, includes all expenses, liabilities, advances and fees owing pursuant to clauses "first", "second", "third" and "fourth" of Sections 21(a), 21(b) and 21(c) of the Senior Security Agreement), the Senior Collateral Agent shall deliver any remaining Proceeds of the Collateral to the successor Collateral Agent hereunder (or, if no such successor has accepted such appointment, to one or more of the Secured Parties) unless prohibited by law from doing so; and (4) that the Senior Collateral Agent shall promptly notify the successor Collateral Agent hereunder (or, if no such successor has accepted such appointment, to one or more of the Secured Parties) in writing of the satisfaction of the Senior Release Conditions.

Resignation; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the The Collateral Agent may resign at any time by notifying the Secured Parties Lenders and the BorrowerBorrowers. Upon any such resignation, the Required Secured Lenders shall have the right, in consultation with the Lien GrantorBorrowers, to appoint a successor Collateral Agent. If no successor shall have been so appointed by the Required Secured 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 Secured Parties, appoint a successor Collateral Agent which shall be either (i) a bank with having (x) an office in the United StatesNew York, New York and (y) combined capital and surplus of at least $400,000,000, or an Affiliate of any such bank or (ii) another bank that is reasonably acceptable to the Borrowers (or an Affiliate of such bank). Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor each Borrower to a successor Collateral Agent shall be the same as those payable by such Borrower to its such Collateral Agent's predecessor unless otherwise agreed by the Lien Grantor such Borrower and such successorsuccessor Collateral Agent. After the Collateral Agent’s 's resignation hereunder, the provisions of this Section and Section 10 25 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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. If no successor agent has accepted appointment as Collateral Agent by the date which is 30 days following the retiring Collateral Agent's notice of resignation, the retiring Agent's resignation shall at its election nevertheless become effective and the Lenders shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Secured Lenders appoint a successor agent as provided above; provided that if such resignation of the Collateral Agent becomes effective in accordance with the foregoing sentence when no Lender is a Secured Party, the Secured Parties at the time of such resignation, in consultation with the Borrowers, shall appoint a successor Collateral Agent.

Resignation; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent may resign at any time by notifying the Secured Parties and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Lien Grantor, to appoint a successor Collateral Agent. 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 Secured Parties, appoint a successor Collateral Agent which shall be a bank with an office in the United States, or an Affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor and such successor. After the Collateral Agent’s 's resignation hereunder, the provisions of this Section and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent may resign at any time by notifying the Secured Parties and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Lien Grantor, to appoint a successor Collateral Agent. 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 Secured Parties, appoint a successor Collateral Agent which shall be a bank with an office in the United States, or an Affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor and such successor. After the Collateral Agent’s 's resignation hereunder, the provisions of this Section and Section 10 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsectionsubsection 19(h), the Collateral Agent may resign at any time by notifying the Secured Parties Banks and the BorrowerNNI. Upon any such resignation, the Required Lenders Secured Banks shall have the right, in consultation with the Lien Grantor, right to appoint a successor Collateral AgentAgent reasonably acceptable to NNI. If no successor shall have been so appointed by the Required Lenders Secured Banks 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 Secured Parties, appoint a successor Collateral Agent reasonably acceptable to NNI, which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor NNI to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor NNI and such successor. After the Collateral Agent’s 's resignation hereunder, the provisions of this Section 19 and Section 10 18 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the The Collateral Agent may resign at any time by notifying the Secured Parties and the BorrowerQCII. Upon any such resignation, the Required Lenders Secured Parties shall have the right, in consultation with the Lien GrantorQCII, to appoint a successor Collateral Agent. If no successor shall have been so appointed by the Required Lenders Secured Parties 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 Secured Parties, appoint a successor Collateral Agent which shall be either (i) a bank with having (x) an office in the United StatesNew York, New York and (y) combined capital and surplus of at least $400,000,000, or an Affiliate of any such bank or (ii) another bank that is reasonably acceptable to QCII (or an Affiliate of such bank). Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor QCII to a successor Collateral Agent shall be the same as those payable by QCII to its such Collateral Agent's predecessor unless otherwise agreed by the Lien Grantor QCII and such successorsuccessor Collateral Agent. After the Collateral Agent’s 's resignation hereunder, the provisions of this Section and Section 10 13 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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. If no successor agent has accepted appointment as Collateral Agent by the date which is 30 days following the retiring Collateral Agent's notice of resignation, the retiring Agent's resignation shall at its election nevertheless become effective and the Secured Parties shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Secured Parties appoints a successor agent as provided above.

Resignation; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, the Collateral Agent may resign at any time by notifying the Secured Parties Banks and the Borrower. Upon any such resignation, the Required Lenders Banks shall have the right, in consultation with the Lien GrantorBorrower, to appoint a successor Collateral Agent. If no successor shall have been so appointed by the Required Lenders Banks 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 Secured Parties, appoint a successor Collateral Agent which shall be a bank with an office in the United StatesNew York, New York, or an Affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor Borrower to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor Borrower and such successor. After the Collateral Agent’s 's resignation hereunder, the provisions of this Section and Section 10 16 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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; Successor Collateral Agent. Subject to the appointment and acceptance of a successor Collateral Agent as provided in this subsection, subsection 17(h) the Collateral Agent may resign at any time by notifying EDC, the Secured Parties Lenders and the BorrowerNNI. Upon any such resignation, the Required Secured Lenders shall have the right, in consultation with the Lien Grantor, right to appoint a successor Collateral AgentAgent reasonably acceptable to NNI. If no successor shall have been so appointed by the Required Secured 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 Secured Parties, appoint a successor Collateral Agent reasonably acceptable to NNI which shall be a bank with an office in the United StatesNew York, New York or an Affiliate affiliate of any such bank. Upon acceptance of its appointment as Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent hereunder, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Lien Grantor NNI to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Lien Grantor NNI and such successor. After the Collateral Agent’s resignation hereunder, the provisions of this Section 18 and Section 10 17 shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective 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.