Resignation of the Security Agent Clause Samples

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Company, the Senior Secured Creditors, the Second Lien Creditors, the High Yield Representative(s) and the Unsecured Representative(s). (b) Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors may, with the approval of the Company (acting reasonably), appoint a successor Security Agent. (c) If the Majority Senior Lenders, the Senior Secured Notes Representative(s), the Pari Passu Debt Representative(s) and the Majority Second Lien Creditors have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the other Agents) may, with the approval of the Company (acting reasonably), appoint a successor Security Agent. (d) The retiring Security Agent (the “Retiring Security Agent”) shall, at its own cost: (i) make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Debt Documents; and (ii) enter into and deliver to the successor Security Agent those documents and effect any registrations as may be required for the transfer or assignment of all of its rights and benefits under the Debt Documents to the successor Security Agent. (e) A Debtor must, at its own reasonable cost, take any action and enter into and deliver any document which is reasonably required by the Retiring Security Agent to ensure that a Security Document provides for effective and perfected Security in favour of any successor Security Agent (including any documents or evidence reasonably required to ensure that the security position of the Secured Parties is not materially adversely affected by such resignation). (f) The Security Agent’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. (g) Upon the appointment of a successor, the Retiring Security Agent shall be discharged from any further obligation in respect of the Debt Documents (other than its obligations under paragraph (b) of Clause 21.19 (Winding up ...

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its affiliates as successor by giving notice to the Borrowers and each Finance Party. (b) Alternatively the Security Agent may resign by giving notice to the other Parties in which case the Majority L▇▇▇▇▇▇ may appoint a successor Security Agent. (c) If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph (b) above within 30 days after the notice of resignation was given, the Security Agent (after consultation with the Facility Agent) may appoint a successor Security Agent. (d) The retiring Security Agent (the "Retiring Security Agent") shall, at its own cost, make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents. (e) The Security Agent's resignation notice shall only take effect upon (i) the appointment of a successor and (ii) the transfer, by way of a document expressed as a deed, of all of the Security Property to that successor. (f) Upon the appointment of a successor, the Retiring Security Agent shall be discharged, by way of a document executed as a deed, from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 33.24 (Winding up of trust) and under paragraph (d) above) but shall, in respect of any act or omission by it whilst it was the Security Agent, remain entitled to the benefit of C▇▇▇▇▇ 33 (The Security Agent), Clause 14.6 (Indemnity to the Security Agent), Clause 33.16 (L▇▇▇▇▇▇' indemnity to the Security Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability in acting as Security Agent. 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 Majority L▇▇▇▇▇▇ may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security 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 Borrowers. (h) The consent of any Borrower (or any other Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Agent.

Resignation of the Security Agent. (a) The Security Agent may (with the prior consent of the Italian Authorities) resign and appoint one of its Affiliates as successor by giving notice to the Lenders and the Borrower.

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Finance Parties. (b) Alternatively the Security Agent may resign by giving notice to the Finance Parties, in which case the Majority Lenders, until the Discharge Date (after consultation with the Borrower) may appoint a successor Security Agent. (c) If the Majority Lenders have not appointed a successor Security Agent in accordance with Clause 29.10(b) within 30 days after notice of resignation was given, the Security Agent (after consultation with the Borrower) may appoint a successor Security Agent (acting through an office in the United Kingdom). (d) The retiring Security Agent shall make available to its successor such documents and records and provide such assistance as its successor may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents. (e) The resignation notice of the Security Agent shall only take effect upon the appointment of a successor. (f) Upon the appointment of a successor, the retiring Security Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 29. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party. (g) After consultation with the Borrower, the Majority Lenders, until the Discharge Date, may, by notice to the Security Agent, require it to resign in accordance with Clause 29.10(b). In this event, the Security Agent shall resign in accordance with Clause 29.10(b).

Resignation of the Security Agent. 27.10.1 The Security Agent may resign and appoint one of its Affiliates acting through an office as successor by giving five days’ written notice to the Interim Facility Finance Parties, the Arco Notes Trustee, the Equistar Notes Trustee, the Second Lien Notes Trustee, the High Yield Notes Trustee and the Company and, until the Senior Discharge Date, the other Senior Finance Parties and the Hedging Banks.

Resignation of the Security Agent. (a) The Security Agent may resign or be removed, and a successor Security Agent may be appointed, in accordance with Section 9.7 of the Credit Agreement.

Resignation of the Security Agent. 7.15.1 The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the Participants and the Company 7.15.2 Alternatively the Security Agent may resign by giving 30 days notice to the Participants and the Company, in which case the Majority Participants may appoint a successor Security Agent. 7.15.3 If the Majority Participants have not appointed a successor Security Agent in accordance with Clause 7.15.2 within 20 days after notice of resignation was given, the retiring Security Agent (after consultation with the Investment Agent) may appoint a successor Security Agent 7.15.4 The retiring Security Agent shall, make available to the successor Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Transaction Documents. The Company shall, within three Business Days of demand, reimburse the retiring Security Agent for the amount of all actual costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance. 7.15.5 The Security Agent’s resignation notice shall only take effect upon: (a) the appointment of a successor; and (b) the transfer of all the Transaction Security to that successor. 7.15.6 Every appointment of a successor Security Agent shall be by deed. 7.15.7 Upon the appointment of a successor, the retiring Security Agent shall be discharged from any further obligation in respect of the Transaction Documents (other than its obligations under Clause 7.27(b) (Winding up of trust) and Clause 7.

Resignation of the Security Agent. The Security Agent may, with the consent of the Parent (not to be unreasonably withheld or delayed), resign and appoint one of its Affiliates as successor by giving notice to the Parent, each Agent and the Hedge Counterparties provided that:

Resignation of the Security Agent. (a) The Security Agent may resign and appoint one of its Affiliates acting through an office in Germany as successor by giving notice to the other Finance Parties and the Borrower.